Common use of Name of Holder Clause in Contracts

Name of Holder. Signature: ---------------------------- Title: -------------------------------- Address: ------------------------------ -------------------------------------- -------------------------------------- Dated: , . --------------------- ------- In the presence of --------------------------------- NOTICE: The signature to the foregoing Assignment Form must correspond to the name as written upon the face of the within Warrant in every detail, without alteration or enlargement or any change whatsoever. EXHIBIT B THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY OTHER UNITED STATES FEDERAL OR STATE SECURITIES OR BLUE SKY LAWS OR APPLICABLE NON-UNITED STATES SECURITIES LAWS, AND HAVE BEEN ISSUED IN A MANNER INTENDED TO COMPLY WITH THE CONDITIONS CONTAINED IN REGULATION S UNDER THE ACT. PRIOR TO _______________, 1998, NO OFFER, SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION (COLLECTIVELY, A "DISPOSAL") OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE (A) IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY "U.S. PERSON" (AS DEFINED IN REGULATION S) UNLESS (i) REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR (ii) QUEEN SAND RESOURCES, INC. (THE "COMPANY") RECEIVES A WRITTEN OPINION OF UNITED STATES LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT TO THE EFFECT THAT SUCH DISPOSAL IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS OR (B) OUTSIDE THE UNITED STATES TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSON WHO IS NOT A "U.S. PERSON" UNLESS PRIOR TO SUCH DISPOSAL (i) THE BENEFICIAL OWNER OF SUCH SECURITIES AND THE PROPOSED TRANSFEREE SUBMIT CERTAIN CERTIFICATIONS TO THE COMPANY (FORMS OF WHICH ARE AVAILABLE FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES) AND (ii) THE COMPANY RECEIVES THE LEGAL OPINION DESCRIBED IN (A)(ii) ABOVE. THE SECURITIES ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AS SET FORTH IN THIS WARRANT AND THE SECURITIES PURCHASE AGREEMENT DATED AS OF _______________, 1997, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT ITS PRINCIPAL PLACE OF BUSINESS. -------------------------------------------------------------------------------- QUEEN SAND RESOURCES, INC. Class B Common Stock Purchase Warrant Representing Right To Purchase Shares of Common Stock of Queen Sand Resources, Inc. ------------- No. B-1 ------------- FOR VALUE RECEIVED, QUEEN SAND RESOURCES, INC., a Delaware corporation (the "Company"), hereby certifies that Forseti Investments Ltd., a Barbados corporation (the "Holder"), is entitled, subject to the provisions of this Warrant, to purchase from the

Name of Holder. Signature: ---------------------------- -------------------------- Title: -------------------------------- ------------------------------ Address: ------------------------------ -------------------------------------- -------------------------------------- ---------------------------- ---------------------------- ---------------------------- Dated: ________, ____. --------------------- ------- In the presence of --------------------------------- NOTICE: The signature to the foregoing Assignment Form must correspond to the name as written upon the face of the within Warrant in every detail, without alteration or enlargement or any change whatsoever. EXHIBIT B [Execution Version] WARRANT -------------------------------------------------------------------------------- THE WARRANTS SECURITIES REPRESENTED BY THIS CERTIFICATE WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY OTHER UNITED STATES FEDERAL OR STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE SOLD, PLEDGED, OR APPLICABLE NON-UNITED STATES SECURITIES LAWS, AND HAVE BEEN ISSUED IN A MANNER INTENDED OTHERWISE TRANSFERRED EXCEPT PURSUANT TO COMPLY WITH THE CONDITIONS CONTAINED IN REGULATION S AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT. PRIOR TO _______________, 1998, NO OFFER, SALE, TRANSFER, PLEDGE ACT OR OTHER DISPOSITION (COLLECTIVELY, A "DISPOSAL") OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE (A) IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY "U.S. PERSON" (AS DEFINED IN REGULATION S) UNLESS (i) REGISTERED UNDER RELIANCE ON AN AVAILABLE EXEMPTION FROM THE ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR (ii) QUEEN SAND RESOURCES, INC. (THE "COMPANY") RECEIVES A WRITTEN OPINION OF UNITED STATES LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT TO THE EFFECT THAT SUCH DISPOSAL IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS OR (B) OUTSIDE THE UNITED STATES TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSON WHO IS NOT A "U.S. PERSON" UNLESS PRIOR TO SUCH DISPOSAL (i) THE BENEFICIAL OWNER OF SUCH SECURITIES AND THE PROPOSED TRANSFEREE SUBMIT CERTAIN CERTIFICATIONS TO THE COMPANY (FORMS OF WHICH ARE AVAILABLE FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES) AND (ii) THE COMPANY RECEIVES THE LEGAL OPINION DESCRIBED IN (A)(ii) ABOVELAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS UPON ON TRANSFER AS SET FORTH IN THIS WARRANT AND THE SECURITIES PURCHASE AGREEMENT DATED AS OF _______________, 1997, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT ITS PRINCIPAL PLACE OF BUSINESSSECTION 2. -------------------------------------------------------------------------------- QUEEN SAND RESOURCES, INCKAFUS ENVIRONMENTAL INDUSTRIES LTD. Class B Common Stock Purchase Warrant Representing Right To Purchase Shares of Common Stock of Queen Sand Resources, Inc. ------------- Kafus Environmental Industries Ltd. ---------- No. B-1 ------------- W-E2 ---------- FOR VALUE RECEIVED, QUEEN SAND RESOURCES, INC.THE KAFUS CAPITAL CORPORATION, a Delaware British Columbia corporation (the "Company"), hereby certifies that Forseti Investments Ltd.Enron Capital & Trade Resources Corp., a Barbados Delaware corporation (the "Holder"), is entitledentitled to purchase from the Company at any time or from time to time during the period (the "Exercise Period") commencing April 30, subject 1999, and ending on 5:00 p.m. (Toronto, Ontario time) on July 31, 2008 (the "Expiration Date"), 250,000 shares of Common Stock of the Company (the Common Stock of the Company being referred to herein as the "Common Stock" and such number of shares of Common Stock as adjusted pursuant to the provisions terms hereof, being the "Warrant Shares"), at a price per share equal to the weighted average closing price of Common Stock for the 15 trading days immediately prior to commencement of the Exercise Period, but with a minimum price of U.S. $3.50 and a maximum price of U.S. $4.00 (as such price may be adjusted pursuant to the terms hereof, the "Exercise Price"). This Warrant is issued to the Holder (together with such other warrants as may be issued in exchange, transfer, or replacement of this Warrant, the "Warrants") in connection with the U.S. $12,500,000 Promissory Note dated as of August 18, 1998 (the "Note"), made by the Company and payable to the order of the Holder, and entitles the Holder to purchase from thethe Warrant Shares and to exercise the other rights, powers, and privileges hereinafter provided. NOTWITHSTANDING THE FOREGOING, this Warrant shall terminate if prior to the commencement of the Exercise Period either (a) a third party not affiliated with the Holder purchases the depreciation of CanFibre of Riverside, Inc., and invests in CanFibre of Riverside, Inc., in a manner which has provided at least U.S. $8,000,000 in unrestricted distributable cash proceeds to CanFibre U.S. Inc., is subordinate to all of the loans made by the Holder to CanFibre of Riverside, Inc., and is otherwise reasonably acceptable to the Holder or (b) the Company has sold interests in the Company in a manner which has provided at least U.S. $8,000,000 in unrestricted cash proceeds to the Company and is otherwise reasonably acceptable to the Holder.

Name of Holder. Signature: ---------------------------- Title: -------------------------------- Address: ------------------------------ -------------------------------------- -------------------------------------- Dated: , . --------------------- ------- In the presence of --------------------------------- NOTICE: The signature to the foregoing Assignment Form must correspond to the name as written upon the face of the within Warrant in every detail, without alteration or enlargement or any change whatsoever. EXHIBIT B THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY OTHER UNITED STATES FEDERAL OR STATE SECURITIES OR BLUE SKY LAWS OR APPLICABLE NON-UNITED STATES SECURITIES LAWS, AND HAVE BEEN ISSUED IN A MANNER INTENDED TO COMPLY WITH THE CONDITIONS CONTAINED IN REGULATION S UNDER THE ACT. PRIOR TO _______________, 1998, NO OFFER, SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION (COLLECTIVELY, A "DISPOSAL") OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE (A) IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY "U.S. PERSON" (AS DEFINED IN REGULATION S) UNLESS (i) REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR (ii) QUEEN SAND RESOURCES, INC. (THE "COMPANY") RECEIVES A WRITTEN OPINION OF UNITED STATES LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT TO THE EFFECT THAT SUCH DISPOSAL IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS OR (B) OUTSIDE THE UNITED STATES TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSON WHO IS NOT A "U.S. PERSON" UNLESS PRIOR TO SUCH DISPOSAL (i) THE BENEFICIAL OWNER OF SUCH SECURITIES AND THE PROPOSED TRANSFEREE SUBMIT CERTAIN CERTIFICATIONS TO THE COMPANY (FORMS OF WHICH ARE AVAILABLE FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES) AND (ii) THE COMPANY RECEIVES THE LEGAL OPINION DESCRIBED IN (A)(ii) ABOVE. THE SECURITIES ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AS SET FORTH IN THIS WARRANT AND THE SECURITIES PURCHASE AGREEMENT DATED AS OF _______________, 1997, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT ITS PRINCIPAL PLACE OF BUSINESS. -------------------------------------------------------------------------------- QUEEN SAND RESOURCES, INC. Class B Common Stock Purchase Warrant Representing Right To Purchase Shares of Common Stock of Queen Sand Resources, Inc. ------------- No. B-1 ------------- FOR VALUE RECEIVED, QUEEN SAND RESOURCES, INC., a Delaware corporation (the "Company"), hereby certifies that Forseti Investments Ltd., a Barbados corporation (the "Holder"), is entitled, subject to the provisions of this Warrant, to purchase from thethe 125 Company, at any time or from time to time during the Exercise Period (as hereinafter defined), a total of 2,000,000 shares (as such number of shares may be adjusted pursuant to the terms hereof, the "Warrant Shares") of Common Stock, par value $.0015 per share, of the Company, at a price per share equal to the Exercise Price (as defined below). This Warrant is issued to the Holder (together with such other warrants as may be issued in exchange, transfer or replacement of this Warrant, the "Warrants") pursuant to the Securities Purchase Agreement (as defined below) and entitles the Holder to purchase the Warrant Shares and to exercise the other rights, powers and privileges hereinafter provided, all on the terms and conditions and pursuant to the provisions set forth herein and in the Securities Purchase Agreement.

Name of Holder. Signature: ---------------------------- Title: -------------------------------- --------------------------------- Address: ------------------------------ -------------------------------------- -------------------------------------- ------------------------------- ------------------------------- ------------------------------- Dated: :______, ____. --------------------- ------- In the presence of --------------------------------- -------------------------------- NOTICE: The signature to the foregoing Assignment Form must correspond to the name as written upon the face of the within Warrant in every detail, without alteration or enlargement or any change whatsoever. EXHIBIT B [Execution Version] -------------------------------------------------------------------------------- THE WARRANTS SECURITIES REPRESENTED BY THIS CERTIFICATE WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY OTHER UNITED STATES FEDERAL OR STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE SOLD, PLEDGED, OR APPLICABLE NON-UNITED STATES SECURITIES LAWS, AND HAVE BEEN ISSUED IN A MANNER INTENDED OTHERWISE TRANSFERRED EXCEPT PURSUANT TO COMPLY WITH THE CONDITIONS CONTAINED IN REGULATION S AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT. PRIOR TO _______________, 1998, NO OFFER, SALE, TRANSFER, PLEDGE ACT OR OTHER DISPOSITION (COLLECTIVELY, A "DISPOSAL") OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE (A) IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY "U.S. PERSON" (AS DEFINED IN REGULATION S) UNLESS (i) REGISTERED UNDER RELIANCE ON AN AVAILABLE EXEMPTION FROM THE ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR (ii) QUEEN SAND RESOURCES, INC. (THE "COMPANY") RECEIVES A WRITTEN OPINION OF UNITED STATES LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT TO THE EFFECT THAT SUCH DISPOSAL IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS OR (B) OUTSIDE THE UNITED STATES TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSON WHO IS NOT A "U.S. PERSON" UNLESS PRIOR TO SUCH DISPOSAL (i) THE BENEFICIAL OWNER OF SUCH SECURITIES AND THE PROPOSED TRANSFEREE SUBMIT CERTAIN CERTIFICATIONS TO THE COMPANY (FORMS OF WHICH ARE AVAILABLE FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES) AND (ii) THE COMPANY RECEIVES THE LEGAL OPINION DESCRIBED IN (A)(ii) ABOVELAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS UPON ON TRANSFER AS SET FORTH IN THIS WARRANT AND THE SECURITIES PURCHASE AGREEMENT DATED AS OF _______________, 1997, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT ITS PRINCIPAL PLACE OF BUSINESSSECTION 2. -------------------------------------------------------------------------------- QUEEN SAND RESOURCES, INCKAFUS ENVIRONMENTAL INDUSTRIES LTD. Class B Common Stock Purchase Warrant Representing Right To Purchase Shares of Common Stock of Queen Sand Resources, Inc. ------------- Kafus Environmental Industries Ltd. No. B-1 ------------- W-E4 FOR VALUE RECEIVED, QUEEN SAND RESOURCES, INC.THE KAFUS CAPITAL CORPORATION, a Delaware British Columbia corporation (the "Company"), hereby certifies that Forseti Investments Ltd.Enron Capital & Trade Resources Corp., a Barbados Delaware corporation (the "Holder"), is entitledentitled to purchase from the Company at any time or from time to time during the period (the "Exercise Period") commencing on October 1, subject 1998, and ending on 5:00 p.m. (Toronto, Ontario time) on July 31, 2008 (the "Expiration Date"), 45,000 shares of Common Stock of the Company (the Common Stock of the Company being referred to herein as the "Common Stock" and such number of shares of Common Stock as adjusted pursuant to the provisions terms hereof, being the "Warrant Shares"), at a price per share equal to U.S. $4.00 (as such price may be adjusted pursuant to the terms hereof, the "Exercise Price"). This Warrant is issued to the Holder (together with such other warrants as may be issued in exchange, transfer, or replacement of this Warrant, the "Warrants") in connection with the U.S. $12,500,000 Promissory Note dated as of August 18, 1998 (the "Note"), made by the Company and payable to the order of the Holder, and entitles the Holder to purchase from thethe Warrant Shares and to exercise the other rights, powers, and privileges hereinafter provided. NOTWITHSTANDING THE FOREGOING, this Warrrant shall terminate if prior to the commencement of the Exercise Period the weighted average trading price of Common Stock for the 15 trading days immediately preceding such commencement date is greater than U.S. $4.00.

Name of Holder. Signature: ---------------------------- Title: -------------------------------- Address: ------------------------------ -------------------------------------- -------------------------------------- Dated: , . --------------------- ------- In the presence of --------------------------------- NOTICE: The signature to the foregoing Assignment Form must correspond to the name as written upon the face of the within Warrant in every detail, without alteration or enlargement or any change whatsoever. EXHIBIT B THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY OTHER UNITED STATES FEDERAL OR STATE SECURITIES OR BLUE SKY LAWS OR APPLICABLE NON-UNITED STATES SECURITIES LAWS, AND HAVE BEEN ISSUED IN A MANNER INTENDED TO COMPLY WITH THE CONDITIONS CONTAINED IN REGULATION S UNDER THE ACT. PRIOR TO _______________, 1998, NO OFFER, SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION (COLLECTIVELY, A "DISPOSAL") OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE (A) IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY "U.S. PERSON" (AS DEFINED IN REGULATION S) UNLESS (i) REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR (ii) QUEEN SAND RESOURCES, INC. (THE "COMPANY") RECEIVES A WRITTEN OPINION OF UNITED STATES LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT TO THE EFFECT THAT SUCH DISPOSAL IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS OR (B) OUTSIDE THE UNITED STATES TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSON WHO IS NOT A "U.S. PERSON" UNLESS PRIOR TO SUCH DISPOSAL (i) THE BENEFICIAL OWNER OF SUCH SECURITIES AND THE PROPOSED TRANSFEREE SUBMIT CERTAIN CERTIFICATIONS TO THE COMPANY (FORMS OF WHICH ARE AVAILABLE FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES) AND (ii) THE COMPANY RECEIVES THE LEGAL OPINION DESCRIBED IN (A)(ii) ABOVE. THE SECURITIES ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AS SET FORTH IN THIS WARRANT AND THE SECURITIES PURCHASE AGREEMENT DATED AS OF _______________, 1997, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT ITS PRINCIPAL PLACE OF BUSINESS. -------------------------------------------------------------------------------- QUEEN SAND RESOURCES, INC. Class B Common Stock Purchase Warrant Representing Right To Purchase Shares of Common Stock of Queen Sand Resources, Inc. ------------- No. B-1 ------------- FOR VALUE RECEIVED, QUEEN SAND RESOURCES, INC., a Delaware corporation (the "Company"), hereby certifies that Forseti Investments Ltd., a Barbados corporation (the "Holder"), is entitled, subject to the provisions of this Warrant, to purchase from thethe 95 Company, at any time or from time to time during the Exercise Period (as hereinafter defined), a total of 2,000,000 shares (as such number of shares may be adjusted pursuant to the terms hereof, the "Warrant Shares") of Common Stock, par value $.0015 per share, of the Company, at a price per share equal to the Exercise Price (as defined below). This Warrant is issued to the Holder (together with such other warrants as may be issued in exchange, transfer or replacement of this Warrant, the "Warrants") pursuant to the Securities Purchase Agreement (as defined below) and entitles the Holder to purchase the Warrant Shares and to exercise the other rights, powers and privileges hereinafter provided, all on the terms and conditions and pursuant to the provisions set forth herein and in the Securities Purchase Agreement.