BEARD CO /OK
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>bc10qwarrant.txt
<TEXT>
                                                                   Exhibit 10(d)

THE WARRANTS AND THE ORDINARY  SHARES TO BE ISSUED PURSUANT TO THIS WARRANT HAVE
NOT BEEN  REGISTERED  UNDER ANY FEDERAL OR STATE  SECURITIES LAWS AND MAY NOT BE
SOLD,  TRANSFERRED,  ASSIGNED OR OTHERWISE DISPOSED OF ABSENT REGISTRATION UNDER
THE SECURITIES ACT OF 1933 AND ANY APPLICABLE  STATE  SECURITIES LAWS UNLESS AND
UNTIL THE HOLDER HEREOF PROVIDES (i) INFORMATION REASONABLY NECESSARY TO CONFIRM
THAT SUCH  REGISTRATION  IS NOT  REQUIRED  OR (ii) AN  OPINION OF COUNSEL TO THE
EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

                                  WARRANT NO. 1

_____________, 2002                         For the Purchase of ______ shares of
                                            Common Stock of The Beard Company

          FOR VALUE RECEIVED,  THE BEARD COMPANY,  an Oklahoma  corporation (the
"Corporation"), hereby grants to _____________________________ or its registered
assigns  (collectively the "Holder"),  the right (the "Warrants") to purchase at
any time before the Expiration Date (as hereafter defined)  ____________________
______________ (______)  duly  authorized,   validly  issued,   fully  paid  and
non-assessable  shares (the "Warrant Shares") of the Corporation's Common Stock,
$.001333 par value (the "Common  Stock"),  at the Exercise  Price (as  hereafter
defined) and on the terms and conditions herein set forth. The number of Warrant
Shares and the Exercise  Price will be subject to adjustment as provided in this
Warrant.  The  Warrants  are  being  issued  pursuant  to the  terms  of the 10%
Subordinated Notes due September 30, 2003 of the Corporation (the "Notes").

          This Warrant is issued subject to the following terms and conditions:

1. Exercise of Warrant. The Warrants are exercisable at the option of the Holder
in whole or in part at any time prior to the Expiration  Date by the delivery to
the Corporation of written notice of the exercise of the Warrants specifying the
number of  Warrant  Shares to be  acquired,  surrender  of this  Warrant  to the
Corporation and  satisfaction of the Exercise Price for the Warrant Shares to be
acquired   through  such  exercise.   The  Warrants  will  be  deemed  exercised
immediately  prior to the close of business on the day that all of the foregoing
requirements  for the  exercise of the  Warrants  are  completed  and the person
entitled to receive the Warrant  Shares will be treated for all  purposes as the
holder of record of such Warrant Shares at such time including,  without implied
limitation,  the right to vote,  receive dividends and to receive  distributions
for which the record  date falls on or after such date.  As promptly as possible
after such date (in any event  within five (5)  business  days) the  Corporation
will deliver to the Holder a stock  certificate  evidencing  the Warrant  Shares
covered  by the  exercise.  In the case of an  exercise  for  less  than all the
Warrant Shares the Corporation  will cancel this Warrant on the surrender hereof
and will  execute and deliver a new Warrant of like tenor for the balance of the
unexercised  Warrant  Shares within such five (5) day period.  If an exercise of
all or part of the Warrants is to be made in connection with a registered public
offering  or a  transaction  described  in  paragraph  10 of this  Warrant,  the
exercise of the Warrants may, at the election of the Holder,  be  conditioned on
the consummation of the public offering or other  transaction under paragraph 10
of this  Warrant.  In that case the exercise  will not be deemed to be effective
until the consummation of the specified condition.

2. Term.  The Warrants may be exercised in full or in part at any time after ___
__, 2002 and on or before 11:59 p.m.  Oklahoma City,  Oklahoma,  time on ______,
2007  (the  "Expiration  Date").  To  the  extent  not  exercised  prior  to the
Expiration Date, the Warrants and all of the rights of the Holder hereunder will
expire  and  terminate  on  such  date  without  any  action  or  notice  by the
Corporation.

3. Exercise Price. On the exercise of the Warrants,  the Holder agrees to pay to
the Corporation  for the Warrant Shares  purchased by the Holder pursuant to the
terms of this Warrant an amount (the "Exercise Price")  multiplied by the number
of Warrant Shares at the time of determination.  The Exercise Price is $1.00 per
Warrant Share (as hereafter defined) until May 31, 2005 and thereafter $1.25 per
Warrant Share; provided,  however, if the maturity date of the Notes is extended
for eighteen (18) months pursuant to the terms of the Notes,  the Exercise Price
after the original  maturity date shall be $0.75 per Warrant Share. The Exercise
Price is  subject  to  adjustment  pursuant  to the terms of this  Warrant.  The
Exercise  Price shall be paid in lawful  money of the United  States of America.
Warrants may also be exercised from time to time,  without any payment  required
for the purchase of the shares as to which the Warrant is being exercised, as to
all or any  portion  of the  number of shares of  Common  Stock  covered  by the
Warrant(s) by the holder thereof by surrender of the Warrants, pursuant to which
the holder  thereof  will be  entitled  to receive  upon such  surrender  of the
Warrant(s)  (and  without any further  payment)  that number of shares of Common
Stock  equal to the product of the number of shares of Common  Stock  obtainable
upon exercise of the Warrant(s) (or the portion thereof as to which the exercise
relates)  multiplied  by a  fraction:  (i) the  numerator  of which shall be the
difference  between the then Current Value of one full share of Common Stock (as
defined  herein) on the date of exercise  and the Exercise  Price,  and (ii) the
denominator  of which  shall be the  Current  Value of one full  share of Common
Stock on the date of  exercise.  In the  event  such  holder  is  entitled  to a
fractional  share, in lieu thereof such holder shall be paid a cash amount equal
to such  fraction,  multiplied  by the Current Value of one full share of Common
Stock on the date of exercise.  "Current Value of a share of Common Stock" shall
mean (A) the average of the mean between the closing bid and asked prices of the
Common Stock in the over-the-counter market on the five (5) consecutive business
days immediately preceding the date of such exercise, (B) if the Common Stock is
quoted on the Nasdaq  SmallCap  Market,  at the average of the mean of the daily
closing  bid and asked  prices of the Common  Stock on the five (5)  consecutive
business  days  immediately  preceding  the date of such  exercise or (C) if the
Common  Stock is  listed  on any  national  securities  exchange  or the  Nasdaq
National Market System, at the average of the daily closing prices of the Common
Stock on the five (5) consecutive  business days immediately  preceding the date
of such exercise.

4. Representations,  Warranties and Covenants. The Corporation represents to and
warrants, covenants and agrees with the Holder as follows:

     4.1  Reservation of Shares. At all times while the Warrants are outstanding
          the Corporation will reserve out of the  Corporation's  authorized but
          unissued  shares of Common  Stock,  free from  preemptive  rights  and
          solely for the purpose of effecting  the exercise of the  Warrants,  a
          sufficient  number  of  shares  of  Common  Stock to  provide  for the
          exercise  of  the  Warrants  and  all  other  options,   warrants  and
          convertible  securities of the Corporation.  The Corporation will take
          all such actions  necessary to assure that all such Warrant Shares may
          be  issued  without  violation  of any  applicable  law,  governmental
          regulation  or  requirements  of any domestic  securities  exchange or
          automated  quotation  system on which the  shares of Common  Stock are
          listed or quoted (except for official  notice of issuance,  which will
          be immediately  delivered by the Corporation upon each such issuance).
          The Corporation will take all necessary  actions to assure that all of
          the  Warrant  Shares are  authorized,  approved  for and listed on any
          national   securities  exchange  or  quotation  system  on  which  the
          Corporation's  shares  of  Common  Stock are  listed  or  quoted.  The
          Corporation  will not take any action  that would  cause the number of
          authorized  but  unissued  shares of Common  Stock to be less than the
          number of shares of Common Stock  required to be reserved for issuance
          on exercise of the Warrants.

     4.2  Valid  Issuance.  All Warrant Shares that may be issued on exercise of
          the  Warrants  will  be  duly  and  validly  issued,  fully  paid  and
          nonassessable and free from all taxes, liens, charges and encumbrances
          on  issuance by the  Corporation.  The  Corporation  will not take any
          action or fail to take any action  that will  cause a contrary  result
          (including,  without  limitation,  any  action  that  would  cause the
          Exercise  Price  then in  effect  to be less than the par value of the
          Common Stock).

     4.3  Cooperation. The Corporation will: (a) not close its books against the
          transfer of the Warrants or of any Warrant  Shares in any manner which
          interferes  with the timely  exercise of the Warrants;  (b) assist and
          cooperate  with the Holder  should the Holder be  required to make any
          governmental filings or obtain any governmental  approvals prior to or
          in connection  with any exercise of the Warrants  (including,  without
          limitation,   making  any   filings   required   to  be  made  by  the
          Corporation).

     4.4  Authority. The Corporation has taken all necessary action to authorize
          the  execution  and  delivery of this  Warrant and the issuance of the
          Warrant  Shares on the  exercise of the  Warrants.  This  Warrant is a
          valid,  binding and enforceable  obligation of the Corporation subject
          to   applicable   bankruptcy,   insolvency,   fraudulent   conveyance,
          moratorium  and similar laws now or  hereafter  in effect  relating to
          creditors' rights and remedies generally. The execution,  delivery and
          performance of this Warrant will not violate: (a) any provision of the
          organizational documents or charter of the Corporation; (b) any order,
          writ,  injunction  or decree of any  court,  administrative  agency or
          governmental  body  applicable to the Corporation or the Common Stock;
          or (c) any contract, lease, note, bond, mortgage or other agreement to
          which the Corporation is a party, by which the Corporation is bound or
          to which any of the Corporation's assets are subject.

     4.5  Capitalization.  As of the  date of this  Warrant:  the  Corporation's
          authorized  capital  stock  consists  of seven  million  five  hundred
          thousand  (7,500,000)  shares of Common Stock, par value $0.001333 per
          share,  and five million  (5,000,000)  shares of preferred  stock, par
          value $1.00 per share.  As of the date of this Warrant the only shares
          of capital stock issued and  outstanding  are 1,828,845 fully paid and
          non-assessable  shares of Common Stock and 27,838  shares of Preferred
          Stock.

     4.6  Office.  The  Corporation  will  maintain  an office for the  purposes
          specified in this Warrant (the "Warrant  Office").  The Warrant Office
          will initially be the  Corporation's  offices at Suite 320, 5600 North
          May Avenue,  Oklahoma City, Oklahoma 73112 and may subsequently be any
          other office of the  Corporation  or any transfer agent for the Common
          Stock in the continental  United States as to which written notice has
          previously been given to the Holder.  The Corporation will maintain at
          the  Warrant   Office  a  register  for  the  Warrants  in  which  the
          Corporation  will  record the name and  address of the person in whose
          name this Warrant has been issued. The Holder will be able to take any
          action   permitted  in  this  Warrant   including,   without   implied
          limitation, the exercise or transfer of the Warrants.

5. Restrictive Legend. The Warrants are being acquired and any Warrant Shares to
be acquired by the Holder pursuant to this Warrant (collectively,  "Securities")
will be acquired for investment for the Holder's own account and not with a view
to, or for resale in connection with, any distribution of such Securities within
the meaning of the  Securities Act of 1933, as amended (the  "Securities  Act").
The Securities  will not be sold,  transferred or otherwise  disposed of without
registration under the Securities Act and state securities laws or qualification
for exemptions therefrom. The Holder agrees that each certificate evidencing the
Warrant  Shares may be inscribed  with a legend to the foregoing  effect,  which
legend will be as follows:

          THE  SHARES   REPRESENTED  BY  THIS  CERTIFICATE  HAVE  BEEN
          ACQUIRED  SOLELY FOR  INVESTMENT  PURPOSES AND HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
          THE  SECURITIES  LAWS OF ANY  STATE.  THE  SHARES MAY NOT BE
          SOLD, TRANSFERRED,  ASSIGNED OR OTHERWISE DISPOSED OF UNLESS
          AND  UNTIL  SUCH  SHARES  ARE  FIRST  REGISTERED  UNDER  THE
          SECURITIES ACT OF 1933, ALL APPLICABLE STATE SECURITIES LAWS
          AND ALL  RULES AND  REGULATIONS  PROMULGATED  THEREUNDER  OR
          UNLESS AND UNTIL THE HOLDER HEREOF  PROVIDES (i) INFORMATION
          REASONABLY  NECESSARY TO CONFIRM THAT SUCH  REGISTRATION  IS
          NOT  REQUIRED  OR (ii) AN  OPINION  OF COUNSEL TO THE EFFECT
          THAT SUCH REGISTRATION IS NOT REQUIRED.

The Holder agrees that the  Corporation may place a stop transfer order with the
Corporation's  transfer agent, if any, with respect to any noncomplying transfer
of the certificates  representing any Warrant Shares,  which stop transfer order
will be removed by the Corporation on compliance with the foregoing.

6. Registration  Rights.  The Holder and any other holder of Warrant Shares will
have the registration rights provided for in Exhibit A hereto.

7. Anti-Dilution Adjustments. In order to prevent dilution of the rights granted
with  respect  to the  Warrants,  the  Exercise  Price and the number of Warrant
Shares  obtainable on the exercise of a Warrant are subject to  adjustment  from
time to time as follows:

     7.1  Issuance of Common Stock. If and whenever on or after the date of this
          Warrant  the  Corporation  issues  or  sells,  or in  accordance  with
          paragraph  7.2 of this  Warrant is deemed to have issued or sold,  any
          shares of Common  Stock for a  consideration  per share  less than the
          Exercise  Price  in  effect  immediately  prior  to  such  time,  then
          immediately  on such  issuance  or sale  the  Exercise  Price  will be
          reduced to the new Exercise Price determined by dividing:

          7.1.1     the  sum of (a)  the  product  derived  by  multiplying  the
                    Exercise Price in effect  immediately prior to such issue or
                    sale  times the  number of  shares  of Common  Stock  Deemed
                    Outstanding (as hereafter defined) immediately prior to such
                    issue or sale, plus (b) the consideration,  if any, received
                    by the Corporation on such issuance or sale, divided by

          7.1.2     the  number of shares of  Common  Stock  Deemed  Outstanding
                    immediately after such issuance or sale.

     7.2  Effect  on  Exercise  Price  of  Certain   Events.   For  purposes  of
          determining  the adjusted  Exercise Price under  paragraph 7.1 of this
          Warrant, the following will be applicable:

          7.2.1     Issuance of Rights or  Options.  If the  Corporation  in any
                    manner  grants,  issues or sells any Options  (as  hereafter
                    defined),  other than the Corporation's employee or director
                    benefit  plans,  and the price per share for which shares of
                    Common  Stock are  issuable on the  exercise of such Options
                    (or  on  the  conversion  or  exchange  of  any  Convertible
                    Securities (as hereafter  defined)  issuable on the exercise
                    of such  Options) is less than the Exercise  Price in effect
                    immediately prior to the time of the grant, issuance or sale
                    of such Options,  then the total maximum number of shares of
                    Common Stock issuable on the exercise of such Options (or on
                    the  conversion or exchange of the total  maximum  amount of
                    such Convertible Securities issuable on the exercise of such
                    Options) will be deemed to be  outstanding  and to have been
                    issued  and  sold  by the  Corporation  at the  time  of the
                    granting  or sale of such  Options for such price per share.
                    For  purposes  of this  paragraph,  the "price per share for
                    which  shares of Common  Stock are  issuable  on exercise of
                    such  Options  or on  the  conversion  or  exchange  of  any
                    Convertible  Securities"  is  determined by dividing (a) the
                    total  amount,   if  any,  received  or  receivable  by  the
                    Corporation  as  consideration  for the  granting or sale of
                    such  Options,   plus  the  minimum   aggregate   amount  of
                    additional  consideration  payable to the Corporation on the
                    exercise  of all  such  Options,  plus  in the  case of such
                    Options which relate to Convertible Securities,  the minimum
                    aggregate  amount  of  additional  consideration,   if  any,
                    payable to the  Corporation  on the issuance or sale of such
                    Convertible   Securities  and  the  conversion  or  exchange
                    thereof, by (b) the total maximum number of shares of Common
                    Stock  issuable  on  exercise  of  such  Options  or on  the
                    conversion  or exchange of all such  Convertible  Securities
                    issuable  on  the  exercise  of  such  Options.  No  further
                    adjustment of the Exercise  Price will be made on the actual
                    issuance  of  such  shares  of  Common   Stock  or  of  such
                    Convertible Securities on the exercise of such Options or on
                    the actual issuance of shares of Common Stock as a result of
                    the conversion or exchange of such Convertible Securities.

          7.2.2     Issuance of Convertible  Securities.  If the  Corporation in
                    any manner issues or sells any  Convertible  Securities  and
                    the price per  share  for which  shares of Common  Stock are
                    issuable on conversion or exchange  thereof is less than the
                    Exercise  Price in effect  immediately  prior to the time of
                    such  issue or sale,  then the  maximum  number of shares of
                    Common  Stock  issuable  on  conversion  or exchange of such
                    Convertible  Securities will be deemed to be outstanding and
                    to have been issued and sold by the  Corporation at the time
                    of the issue or sale of such Convertible Securities for such
                    price per share.  For the  purposes of this  paragraph,  the
                    "price  per  share for  which  shares  of  Common  Stock are
                    issuable on conversion or exchange thereof" is determined by
                    dividing (a) the total amount  received or receivable by the
                    Corporation as  consideration  for the issue or sale of such
                    Convertible Securities, plus the minimum aggregate amount of
                    additional consideration, if any, payable to the Corporation
                    on the  conversion  or  exchange  thereof,  by (b) the total
                    maximum  number of shares of Common  Stock  issuable  on the
                    conversion or exchange of all such  Convertible  Securities.
                    No further  adjustment of the Exercise Price will be made on
                    the  actual   issue  of  such  shares  of  Common  Stock  on
                    conversion or exchange of such Convertible  Securities,  and
                    if any such issue or sale of such Convertible  Securities is
                    made on exercise of any Options for which adjustments of the
                    Exercise  Price had been or are to be made pursuant to other
                    provisions of this paragraph  7.2, no further  adjustment of
                    the  Exercise  Price will be made by reason of such issue or
                    sale.

          7.2.3     Change in Option Price or  Conversion  Rate. If the purchase
                    price   provided   for  in  any  Options,   the   additional
                    consideration,  if any, payable on the issue,  conversion or
                    exchange of any Convertible Securities, or the rate at which
                    any   Convertible   Securities  are   convertible   into  or
                    exchangeable for shares of Common Stock changes at any time,
                    the Exercise Price in effect at the time of such change will
                    be adjusted  immediately  to the Exercise  Price which would
                    have  been in  effect  at such  time  had  such  Options  or
                    Convertible  Securities still outstanding  provided for such
                    changed purchase price, additional  consideration or changed
                    conversion  rate, as the case may be, at the time  initially
                    granted,  issued or sold and the  number of shares of Common
                    Stock issuable hereunder will be  correspondingly  adjusted.
                    For  purposes  of this  paragraph  7.2,  if the terms of any
                    Option or Convertible  Security which was  outstanding as of
                    the date of this Warrant are changed in the manner described
                    in the immediately  preceding sentence,  then such Option or
                    Convertible  Security  and the shares of Common Stock deemed
                    issuable on exercise, conversion or exchange thereof will be
                    deemed  to have been  issued as of the date of such  change.
                    Notwithstanding  the  foregoing  no such  change will at any
                    time cause the Exercise Price hereunder to be increased.

          7.2.4     Expired  Options and  Securities.  On the  expiration of any
                    Option  or  the  termination  of any  right  to  convert  or
                    exchange any Convertible  Securities without the exercise of
                    such Option or right,  the Exercise Price then in effect and
                    the number of shares of Common  Stock  acquirable  hereunder
                    will be adjusted  immediately  to the Exercise Price and the
                    number of shares which would have been in effect at the time
                    of  such  expiration  or  termination  had  such  Option  or
                    Convertible   Securities,    to   the   extent   outstanding
                    immediately  prior to such expiration or termination,  never
                    been  issued.  For  purposes  of  this  paragraph  7.2,  the
                    expiration  or  termination  of any  Option  or  Convertible
                    Security  which was  outstanding  on or  before  the date of
                    execution of this Warrant will not cause the Exercise  Price
                    hereunder  to be  adjusted  unless,  and only to the  extent
                    that,  a change in the terms of such  Option or  Convertible
                    Security  caused it to be deemed to have been  issued  after
                    the date of this Warrant.

          7.2.5     Calculation  of  Consideration  Received.  If any  shares of
                    Common Stock,  Options or Convertible  Securities are issued
                    or sold or deemed to have been issued or sold for cash,  the
                    consideration  received  therefor  will be  deemed to be the
                    amount  received by the  Corporation  therefor.  In case any
                    shares of Common Stock,  Options or  Convertible  Securities
                    are issued or sold for  consideration  other than cash,  the
                    amount of the consideration  other than cash received by the
                    Corporation  will be the fair  value of such  consideration,
                    except where such consideration  consists of securities,  in
                    which  case the  amount  of  consideration  received  by the
                    Corporation  will be the Current  Market Price thereof as of
                    the date of  receipt.  In case any  shares of Common  Stock,
                    Options or  Convertible  Securities are issued to the owners
                    of the non-surviving entity in connection with any merger in
                    which the Corporation is the surviving  entity the amount of
                    consideration  therefor  will be deemed to be the fair value
                    of  such  portion  of the net  assets  and  business  of the
                    non-surviving  entity as is  attributable  to such shares of
                    Common Stock, Options or Convertible Securities, as the case
                    may be. The fair value of any consideration  other than cash
                    or  securities   will  be   determined  at  the   reasonable
                    discretion  of the  board of  directors  of the  Corporation
                    consistent  with the value  assigned for generally  accepted
                    accounting  principles for purposes of financial  reporting.
                    Notice of such determination will be given to the Holder.

          7.2.6     Integrated  Transactions.  In case any Option or Convertible
                    Security is issued in  connection  with the issue or sale of
                    other securities of the Corporation, together comprising one
                    integrated transaction in which no specific consideration is
                    allocated  to such  Options or  Convertible  Security by the
                    parties thereto, the Options or Convertible Security will be
                    deemed to have been issued for  consideration  determined at
                    the  reasonable  discretion of the board of directors of the
                    Corporation  consistent with the value assigned for purposes
                    of generally accepted accounting principles.  Notice of such
                    determination will be given to the Holder.

          7.2.7     Treasury  Shares.  The  number of  shares  of  Common  Stock
                    outstanding  at any given  time will not  include  shares of
                    Common  Stock  owned  or held by or for the  account  of the
                    Corporation   or  any   subsidiary,   and  any  issuance  or
                    disposition  of any shares of Common  Stock so owned or held
                    will be  considered  an issuance or sale of shares of Common
                    Stock.

          7.2.8     Record  Date.  If the  Corporation  takes  a  record  of the
                    holders  of  shares  of  Common  Stock  for the  purpose  of
                    entitling   them  (a)  to  receive  a   dividend   or  other
                    distribution  payable in shares of Common Stock,  Options or
                    in  Convertible  Securities  or  (b)  to  subscribe  for  or
                    purchase  shares of Common  Stock,  Options  or  Convertible
                    Securities,  then such  record date will be deemed to be the
                    date of the  issue or sale of the  shares  of  Common  Stock
                    deemed to have been  issued  or sold on the  declaration  of
                    such  dividend or the making of such other  distribution  or
                    the date of the  granting of such right of  subscription  or
                    purchase, as the case may be.

     7.3  Stock Splits and Reverse Splits.  In the event that the Corporation at
          any time after the date of this  Warrant  subdivides  its  outstanding
          shares  of Common  Stock  into a  greater  number of shares  (by stock
          split, stock dividend,  recapitalization  or otherwise),  the Exercise
          Price  in  effect  immediately  prior  to  such  subdivision  will  be
          proportionately  reduced and the number of Warrant Shares  purchasable
          on the exercise of the Warrants  immediately prior to such subdivision
          will be proportionately  increased.  Conversely, in the event that the
          outstanding  shares of Common  Stock at any time are  combined  into a
          smaller  number of shares (by reverse stock split or  otherwise),  the
          Exercise Price in effect immediately prior to such combination will be
          proportionately increased and the number of Warrant Shares purchasable
          on the exercise of the Warrants  immediately prior to such combination
          will be proportionately reduced.

     7.4  Certain  Events.  If any event occurs of the type  contemplated by the
          provisions of this paragraph 7 but not expressly  provided for by such
          provisions  (including,  without  limitation,  the  granting  of stock
          appreciation rights,  phantom stock rights or other rights with equity
          features,  other than the  Corporation's  employee or director benefit
          plans),  then  the  Corporation's  board  of  directors  will  make an
          appropriate  adjustment in the Exercise Price and the number of shares
          of Common Stock  obtainable  on exercise the Warrants so as to protect
          the rights of the holders of the  Warrants.  Notwithstanding  anything
          herein to the contrary,  no such adjustment will increase the Exercise
          Price or decrease  the number of shares of Common  Stock as  otherwise
          determined pursuant to this paragraph 7.

     7.5  Notice of  Adjustment.  Whenever the  Exercise  Price or the number of
          Warrant  Shares  issuable  on the  exercise  of the  Warrants  will be
          adjusted as herein  provided,  or the rights of the Holder hereof will
          change by reason of other events  specified  herein,  the  Corporation
          will compute the adjusted  Exercise  Price and the adjusted  number of
          Warrant  Shares in  accordance  with the  provisions  hereof  and will
          prepare an Officer's  Certificate  setting forth the adjusted Exercise
          Price  and the  adjusted  number of  Warrant  Shares  issuable  on the
          exercise of the  Warrants  or  specifying  the other  shares of stock,
          securities or assets  receivable as a result of such change in rights,
          and showing in reasonable  detail the facts and  calculations on which
          such  adjustments  or other changes are based.  The  Corporation  will
          promptly  cause to be mailed to the  Holder  copies of such  Officer's
          Certificate together with a notice stating that the Exercise Price and
          the number of Warrant  Shares  purchasable on exercise of the Warrants
          have been adjusted and setting forth the adjusted  Exercise  Price and
          the adjusted  number of Warrant Shares  purchasable on the exercise of
          the Warrants.

     7.6  Exceptions to Anti-Dilution  Adjustment.  Notwithstanding  anything to
          the contrary contained in this Warrant, there will be no adjustment in
          the  Exercise  Price or the number of  Warrant  Shares  obtainable  on
          exercise  of the  Warrants  as a  consequence  of the  issuance by the
          Corporation of: (a) any option, warrant, convertible security or other
          right to acquire shares of Common Stock outstanding or in effect as of
          the  date of this  Warrant  and not  amended  after  the  date of this
          Warrant;  (b) any options,  stock  purchase  rights or other rights to
          acquire  shares of Common  Stock of the  Corporation  on  exercise  of
          options  granted  or  that  may be  granted  under  the  Corporation's
          compensatory  stock option plans at an exercise price no less than the
          Current  Market Price on the date of issuance;  or (c) the issuance of
          shares  of  Common  Stock as a result  of the  exercise  of any of the
          foregoing.

     7.7  Definitions.  For  purposes of this Warrant the  following  terms will
          have the  designated  meanings:  (a)  "shares of Common  Stock  Deemed
          Outstanding"  means at any given time,  the number of shares of Common
          Stock actually  outstanding at such time, plus the number of shares of
          Common Stock deemed to be  outstanding  pursuant to paragraph 7 hereof
          regardless  of whether  the  Options  or  Convertible  Securities  are
          actually exercisable at such time; (b) "Convertible  Securities" means
          any stock or securities  (directly or indirectly)  convertible into or
          exchangeable  for shares of Common Stock;  and (c) "Options" means any
          rights or options to subscribe for or purchase  shares of Common Stock
          or Convertible Securities.

     7.8  Current Market Price. For purposes of this Warrant the "Current Market
          Price"  means:  (a) with  respect to a security  which is traded on an
          organized  national exchange or market the average of the last bid and
          asked  prices as quoted on the  applicable  exchange or market for the
          immediately  preceding  twenty  (20)  trading  days;  and  (b)  if the
          security is not traded on such an  organized  exchange or market,  the
          price per share of the  security  as  determined  in good faith by the
          Corporation's  board of  directors  and set  forth in a notice of such
          valuation to the Holder.

8. Reorganizations and Asset Sales. If any  recapitalization,  reorganization or
reclassification of the capital stock of the Corporation,  or any consolidation,
merger or share exchange of the Corporation  with another  person,  or the sale,
transfer  or other  disposition  of all or  substantially  all of its  assets to
another  person will be effected in such a way that a holder of shares of Common
Stock of the Corporation  will be entitled to receive capital stock,  securities
or assets with  respect to or in exchange for shares of Common  Stock,  then the
following provisions will apply:

     8.1  Replacement  Instrument.  As a  condition  of  such  recapitalization,
          reorganization,   reclassification,   consolidation,   merger,   share
          exchange,  sale,  transfer or other  disposition  (except as otherwise
          provided  below in paragraph  8.2) lawful and adequate  provisions  in
          form  and  substance  reasonably  satisfactory  to  the  holders  of a
          majority of the Warrants  will be made whereby the holders of Warrants
          will  thereafter  have the right to purchase  and receive on the terms
          and conditions specified in this Warrant and in lieu of or addition to
          (as the  case  may  be) the  Warrant  Shares  immediately  theretofore
          receivable  on the  exercise of the rights  represented  hereby,  such
          shares  of  capital  stock,  securities  or assets as may be issued or
          payable  with  respect to or in exchange  for a number of  outstanding
          shares of such  shares of Common  Stock equal to the number of Warrant
          Shares    immediately    theretofore    so    receivable    had   such
          recapitalization,   reorganization,  reclassification,  consolidation,
          merger,  share  exchange  or sale not  taken  place.  In any such case
          appropriate  provision (in form and substance reasonably  satisfactory
          to the holders of majority of the Warrants)  will be made with respect
          to the rights and  interests of the holders of the Warrants to the end
          that the provisions hereof (including, without limitation, in the case
          of any  such  consolidation,  merger  or sale in which  the  successor
          entity  or  purchasing  entity  is  other  than  the  Corporation,  an
          immediate adjustment of the Exercise Price to the value for the shares
          of Common Stock reflected by the terms of such  consolidation,  merger
          or sale,  and a  corresponding  immediate  adjustment in the number of
          shares of Common Stock  acquirable  and  receivable on exercise of the
          Warrants, if the value so reflected is less than the Exercise Price in
          effect immediately prior to such  consolidation,  merger or sale) will
          thereafter be  applicable,  as nearly as possible,  in relation to any
          shares of capital stock,  securities or assets thereafter  deliverable
          on the exercise of the Warrants.

     8.2  Assumption.  The Corporation  will not effect any such  consolidation,
          merger,  share exchange,  sale,  transfer or other disposition  unless
          prior to or simultaneously with the consummation thereof the successor
          person  (if  other   than  the   Corporation)   resulting   from  such
          consolidation,  share  exchange or merger or the person  purchasing or
          otherwise   acquiring   such  assets  will  have  assumed  by  written
          instrument  executed and mailed or  delivered to the Holder  hereof at
          the  last  address  of  the  Holder  appearing  on  the  books  of the
          Corporation,  (a) the  obligation to deliver to the Holder such shares
          of capital  stock,  securities  or assets as, in  accordance  with the
          foregoing  provisions,  the Holder may be entitled to receive, and (b)
          all other  liabilities and  obligations of the Corporation  hereunder.
          The foregoing will be performed by issuing a new warrant  identical to
          the terms of this Warrant revised to reflect the new parties  thereto,
          a provision  indicating the replacement  nature of the new warrant and
          any  modifications  in Exercise Price and number of shares of stock or
          equity  interests  obtainable  on the  exercise  of the new warrant as
          provided herein.

9. Notices to Holder. If at any time the Corporation proposes to:

     9.1  declare any dividend on its shares of Common Stock  payable in capital
          stock  or make any  dividend  or other  distribution  (including  cash
          dividends) to the holders of the shares of Common Stock;

     9.2  offer for subscription pro rata to all of the holders of the shares of
          Common Stock any  additional  shares of capital  stock of any class or
          other rights other than the Series A Notes or Series A Warrants;

     9.3  effect any capital reorganization,  or reclassification of the capital
          stock of the Corporation,  or consolidation,  merger or share exchange
          of the  Corporation  with another person,  or sale,  transfer or other
          disposition of all or substantially all of its assets; or

     9.4  effect a voluntary or involuntary dissolution,  liquidation or winding
          up of the Corporation,

     then, as a condition to taking any one or more of the foregoing actions and
     in addition to any other  obligation  under this Warrant,  the  Corporation
     will give the Holder:  (a) at least  thirty (30) days (but not more than 90
     days)  prior  written  notice  of  the  date  on  which  the  books  of the
     Corporation  will  close or a  record  will be  taken  for  such  dividend,
     distribution  or subscription  rights or for determining  rights to vote in
     respect    of    such    issuance,    recapitalization,     reorganization,
     reclassification,  consolidation,  merger, share exchange,  sale, transfer,
     disposition, dissolution, liquidation or winding up, and (b) in the case of
     any  such  issuance,  recapitalization,  reorganization,  reclassification,
     consolidation,   merger,  share  exchange,  sale,  transfer,   disposition,
     dissolution,  liquidation or winding up, at least thirty (30) days (but not
     more than 90 days) prior written notice of the date when the same will take
     place. Any notice under foregoing clause (a) will specify the date on which
     the  holders  of  shares  of  Common  Stock  will be  entitled  to any such
     dividend,  distribution  or  subscription  rights,  and  any  notice  under
     foregoing  clause (b) will  specify the date on which the holders of shares
     of Common Stock will be entitled to exchange  their shares of Common Stock,
     as the case may be, for  securities or other  property  deliverable on such
     reorganization,  reclassification,  consolidation,  merger, share exchange,
     sale, transfer, disposition, dissolution, liquidation or winding up.

10. Fractional  Shares.  Fractional shares will not be issued on the exercise of
the Warrants. If the Holder would be entitled to receive a fractional share, the
Corporation  will pay to the  Holder an  amount  equal to the  fractional  share
multiplied  by the Current  Market Price for one share of shares of Common Stock
less the Exercise Price.

11.  Fully Paid Stock;  Taxes.  The  Corporation  covenants  and agrees that the
shares of stock  represented  by each and every  certificate  for its  shares of
Common  Stock to be  delivered  on the  exercise  of the  Warrants  will be duly
authorized,  validly issued and outstanding,  fully paid, nonassessable and free
from all taxes, liens,  charges and encumbrances.  The Corporation agrees to pay
when due and payable any and all  federal  and state taxes  (including,  without
limitation,  all documentary,  stamp,  transfer or other transactional taxes but
excluding  income  taxes) which may be payable in respect of the  Warrants,  any
Warrant Shares or certificates therefor on the exercise of the Warrants.

12. Notices.  Any notice,  demand or  communication  required or permitted to be
given by any  provision of this Warrant will be in writing and will be deemed to
have been given and received when delivered  personally or by  telefacsimile  to
the party  designated to receive such notice,  or on the date  following the day
sent by overnight courier,  or on the third (3rd) business day after the same is
sent by certified mail,  postage and charges prepaid,  directed to the following
addresses or to such other or  additional  addresses in the  continental  United
States of America as any party might  designate  by written  notice to the other
parties:

            To the Corporation:        Mr. Herb Mee, Jr.
                                       President
                                       The Beard Company
                                       Suite 320
                                       5600 North May Avenue
                                       Oklahoma City, Oklahoma  73112
                                       Phone: (405) 842-2333
                                       Fax: (405) 842-9901

            To the Holder:             ___________________________
                                       ___________________________
                                       ___________________________
                                       ___________________________
                                       Phone: _________________________
                                       Fax: ___________________________

13.  Assignment.  Subject to conditions  set forth herein,  this Warrant and all
rights  hereunder  are  transferable,  in whole or in part,  on the books of the
Corporation to be maintained  for such purpose,  on surrender of this Warrant at
the office of the  Corporation  maintained  for such  purpose,  together  with a
written  assignment  of this Warrant duly  executed by the Holder and payment of
funds  sufficient to pay any stock  transfer taxes payable on the making of such
transfer.  On such  surrender  and payment,  the  Corporation  will,  subject to
conditions  set forth  herein,  execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees and in the denominations specified in such
instrument  of  assignment,  and this  Warrant will  promptly be  canceled.  The
conditions to  transferability  specified in this Warrant are intended to ensure
compliance  with the  provisions  of the  Securities  Act and  applicable  state
securities  laws in respect of the transfer of any Warrant or any Warrant Shares
and are to be strictly construed.

14.  Governing  Law.  This  Warrant is being  delivered  and is  intended  to be
performed in Oklahoma and will be construed and enforced in accordance with, and
the rights of the parties will be governed by, the law of such state.

15.  Headings.  The headings of the  paragraphs of this Warrant are inserted for
convenience only and will not be deemed to constitute a part of this Warrant.

16.  Lost,  Stolen,  Destroyed  or  Mutilated  Warrant.  In case this Warrant is
mutilated,  lost,  stolen or destroyed,  the  Corporation  agrees to issue a new
Warrant of like date,  tenor and  denomination  and deliver the same in exchange
and  substitution  for and on  surrender  and  cancellation  of  this  mutilated
Warrant, or in lieu of this Warrant being lost, stolen or destroyed,  on receipt
of evidence  reasonably  satisfactory to the  Corporation of the loss,  theft or
destruction  of this  Warrant and on receipt of  indemnity  satisfactory  to the
Corporation.

17.  Consent to  Amendments;  Waivers.  The  provisions  of this  Warrant may be
amended or waived at any time only by the written  agreement of the  Corporation
and the Holder. Any waiver, permit, consent or approval of any kind or character
on the part of the Holder of any  provisions  or conditions of this Warrant must
be made in writing and will be  effective  only to the extent  specifically  set
forth in such  writing.  No course of dealing  between the  Corporation  and the
Holder and no delay in exercising any right,  remedy,  or power conferred hereby
or now or hereafter  existing at law or under  equity,  by statute or otherwise,
will  operate as a waiver of or  otherwise  prejudice  any such right,  power or
remedy.

18. Warrant Holder Not  Shareholder.  This Warrant does not confer on the Holder
hereof any right to vote or to consent as a shareholder of the  Corporation,  as
such, in respect of any matters  whatsoever,  or any other rights or liabilities
as a shareholder, prior to the exercise hereof as hereinbefore provided.

19.  Severability.  Should any part of this  Warrant  for any reason be declared
invalid,  such decision  will not affect the validity of any remaining  portion,
which remaining  portion will remain in full force and effect as if this Warrant
had been executed with the invalid portion thereof eliminated,  and it is hereby
declared the  intention of the parties  hereto that they would have executed and
accepted the remaining  portion of this Warrant  without  including  therein any
such part,  parts or portion  which may, for any reason,  be hereafter  declared
invalid.

          IN WITNESS WHEREOF,  this Warrant has been executed effective the ____
     day of ____________, 2002.

                                      (the "Corporation")
                                      THE BEARD COMPANY, an Oklahoma corporation



                                      By  HERB MEE, JR.
                                          Herb Mee, Jr., President



                                      (the "Holder")

                                      __________________________________



                                      By  _________________________
                                          _________________________


</TEXT>
</DOCUMENT>
