<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>boulders8ex42050304.txt
<DESCRIPTION>WARRANT TO PURCHASE COMMON STOCK
<TEXT>

                                  EXHIBIT 4.2

                                WARRANT AGREEMENT


THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE  SECURITIES  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT"), OR APPLICABLE  STATE  SECURITIES  LAWS, OR AN OPINION OF COUNSEL IN
FORM,  REASONABLY  ACCEPTABLE  TO THE ISSUER THAT  REGISTRATION  IS NOT REQUIRED
UNDER THE 1933 ACT OR UNLESS SOLD  PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH
OFFER,  SALE,  ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH THE APPLICABLE STATE
SECURITIES LAWS.


                           BOULDER ACQUISITIONS, INC.

               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

Date of Issuance:             February 23, 2004        Number of Shares: 200,000

         Boulder  Acquisitions,  Inc.,  a Nevada  corporation  (the  "Company"),
hereby certifies that, for Ten United States Dollars ($10.00) and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  Timothy P. Halter,  the registered holder hereof or his permitted
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company  upon  surrender of this  Warrant,  at any time or times on or after the
date of issuance,  but not after 5:00 P.M.  Central Time on the Expiration  Date
(as defined herein) 200,000 fully paid nonassessable  shares of Common Stock (as
defined herein) of the Company (the "Warrant  Shares") at the purchase price per
share provided in Section 1 below.

         Section 1.  Definitions.  The following words and terms as used in this
Warrant shall have the following meanings:

                  (a)  "Business  Day"  means  any day  that is not a  Saturday,
Sunday or a day on which the banks in the Dallas metropolitan area are generally
closed.

                  (b) "Common Stock" means (i) the Company's  common stock,  par
value $0.001 per share,  and (ii) any capital stock into which such Common Stock
shall have been changed or any capital stock  resulting from a  reclassification
of such Common Stock.

                  (c) "Expiration  Date" means the date three (3) years from the
date of this  Warrant or, if such date falls on a Saturday,  Sunday or other day
on which banks are required or  authorized to be closed in the City of Dallas or
the  State of Texas or on which  trading  does not take  place on the  principal
exchange or  automated  quotation  system on which the Common Stock is traded (a
"Holiday"), the next date that is not a Holiday.


                                       1
<PAGE>

                  (d) "Person" means an individual, a limited liability company,
a  partnership,  a joint  venture,  a corporation,  a trust,  an  unincorporated
organization and a government or any department or agency thereof.

                  (e)  "Securities  Act" means the  Securities  Act of 1933,  as
amended.

                  (f)  "Warrant"  means this Warrant and all Warrants  issued in
exchange, transfer or replacement of any thereof.

                  (g)  "Warrant  Exercise  Price"  shall be $0.20  per  share of
Common  Stock,  which  price is the current  fair market  value of the shares of
Common Stock.

         Section 2. Exercise of Warrant.

                  (a) Subject to the terms and conditions  hereof,  this Warrant
may be  exercised  by the  holder  hereof  then  registered  on the books of the
Company,  in whole or in part,  at any time on any  Business Day on or after the
date of issuance  of this  Warrant  and prior to 5:00 P.M.  Eastern  Time on the
Expiration  Date  by (i)  delivery  of a  written  notice,  in the  form  of the
subscription  notice  attached as Exhibit A hereto (the "Exercise  Notice"),  of
such holder's election to exercise this Warrant,  which notice shall specify the
number of Warrant  Shares to be  purchased,  (ii)  payment to the  Company of an
amount equal to the Warrant  Exercise Price  multiplied by the number of Warrant
Shares as to which this Warrant is being exercised (plus any applicable issue or
transfer  taxes) (the  "Aggregate  Exercise  Price") in cash or by check or wire
transfer,  and (iii) the  surrender  to a common  carrier  for  delivery  to the
Company  as soon  as  practicable  following  such  date,  this  Warrant  (or an
indemnification  undertaking  with  respect  to this  Warrant in the case of its
loss,  theft or  destruction);  provided,  that if such Warrant Shares are to be
issued in any name other  than that of the  registered  holder of this  Warrant,
such issuance  shall be deemed a transfer and the  provisions of Section 8 shall
be  applicable.  In the event of any exercise of the rights  represented by this
Warrant in compliance with this Section 2(a), a certificate or certificates  for
the Warrant Shares so purchased,  in such  denominations  as may be requested by
the holder hereof and  registered in the name of, or as directed by, the holder,
shall be delivered at the  Company's  expense to, or as directed by, such holder
as soon as practicable, and in no event later than ten (10) Business Days, after
the Company's receipt of the Exercise Notice,  the Aggregate  Exercise Price and
this Warrant (or an indemnification  undertaking with respect to this Warrant in
the case of its loss,  theft or  destruction).  Upon  delivery  of the  Exercise
Notice and Aggregate Exercise Price referred to in clause (ii) above, the holder
of this Warrant  shall be deemed for all  corporate  purposes to have become the
holder of record of the Warrant  Shares with  respect to which this  Warrant has
been exercised, irrespective of the date of delivery of this Warrant as required
by clause (iii) above or the certificates evidencing such Warrant Shares.

                  (b) Unless the rights  represented  by this Warrant shall have
expired  or shall have been  fully  exercised,  the  Company  shall,  as soon as
practicable and in no event later than ten (10) Business Days after any exercise
and at its own  expense,  issue a new Warrant  identical in all respects to this
Warrant  exercised  except it shall  represent  rights to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this Warrant
exercised,  less the number of Warrant Shares with respect to which such Warrant
is exercised.


                                       2
<PAGE>

                  (c) No fractional shares of Common Stock are to be issued upon
the  exercise of this  Warrant,  but rather the number of shares of Common Stock
issued upon  exercise of this Warrant shall be rounded up or down to the nearest
whole number.

         Section 3. Covenants as to Common Stock.  The Company hereby  covenants
and agrees as follows:

                  (a) This  Warrant is, and any Warrant  issued in  substitution
for or  replacement  of this Warrant will upon issuance be, duly  authorized and
validly issued.

                  (b) All Warrant  Shares  which may be issued upon the exercise
of the rights  represented  by this  Warrant  will,  upon  issuance,  be validly
issued,  fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof.

                  (c) During the period within which the rights  represented  by
this Warrant may be exercised, the Company will at all times have authorized and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the  exercise of the rights  then  represented  by this  Warrant and the par
value of said shares  will at all times be less than or equal to the  applicable
Warrant Exercise Price.

                  (d) If the  Company  proposes  at any time (a) to declare  any
dividend  or  distribution  upon any of its stock,  whether  in cash,  property,
stock,  or other  securities and whether or not a regular cash dividend;  (b) to
offer for sale additional  shares of any class or series of the Company's stock;
(c) to effect any  reclassification or recapitalization of any of its stock; (d)
to merge or  consolidate  with or into any other  corporation,  or sell,  lease,
license,  or convey all or  substantially  all of its assets,  or to  liquidate,
dissolve or wind up; or (e) offer holders of registration rights the opportunity
to participate in an underwritten  public  offering of the company's  securities
for cash,  then,  in  connection  with each such event,  the Company  shall give
Holder:  (1) at least 10 days prior written notice of the date on which a record
will be taken for such  dividend,  distribution,  or  subscription  rights  (and
specifying  the date on which the  holders  of  common  stock  will be  entitled
thereto) or for  determining  rights to vote,  if any, in respect of the matters
referred to in (c) and (d) above;  (2) in the case of the matters referred to in
(c) and (d)  above at least 10 days  prior  written  notice of the date when the
same will take place  (and  specifying  the date on which the  holders of common
stock will be entitled to exchange  their common stock for  securities  or other
property  deliverable upon the occurrence of such event); and (3) in the case of
the matter referred to in (e) above,  the same notice as is given to the holders
of such registration rights.

         Section 4. Registration of Warrant Shares

                  (a) Mandatory Registration. The Company shall prepare, and, as
soon as  practicable  but in no event later than sixty (60)  calendar days after
the date the holder  exercises  this Warrant,  file with the SEC a  Registration
Statement or  Registration  Statements (as is necessary) on Form S-8 (or if such
form is unavailable,  such other form as is available for registration) covering
the resale of all of the  Warrant  Shares.  The initial  Registration  Statement
prepared  pursuant  hereto  shall  register  for resale at least that  number of
Company common stock shares equal to the number of Warrant Shares as of the date
immediately  preceding the date the  Registration  Statement is initially  filed
with the SEC,  subject to adjustment.  The Company shall use its best efforts to


                                       3
<PAGE>

have  the  Registration  Statement  declared  effective  by the  SEC as  soon as
practicable,  but in no event  later than 120  calendar  days after the date the
holder exercises this Warrant.

                  (b) Piggy Back  Registration  Rights.  If the Company decides,
including  as  required  under any  demand  registration  rights  agreement,  to
register any of its common stock or securities  convertible into or exchangeable
for common  stock under the  Securities  Act on a form which is suitable  for an
offering  for cash or shares of the Company  held by third  parties and which is
not a registration  solely to implement an employee benefit plan, a registration
statement on Form S-4 (or successor  form) or a transaction to which Rule 145 or
any other similar rule of the SEC is applicable,  the Company will promptly give
written  notice to the holder of this Warrant of its  intention to effect such a
registration.  Subject to Section 4(c) below,  the Company  shall include all of
the  Warrant  Shares  that  the  holder  requests  to  be  included  in  such  a
registration  by a written  notice  delivered to the Company within fifteen (15)
days after the notice given by the Company.

                  (c) If the  registration,  as described in Section 4(b) above,
involves an underwritten  offering, the Company will not be required to register
Warrant Shares in excess of the amount that the principal underwriter reasonably
and in good faith  recommends  may be included in such  offering (a  "Cutback"),
which recommendation, and supporting reasoning, shall be delivered to the holder
of this  Warrant.  If such a Cutback  occurs,  the  number  of  shares  that are
entitled to included in the registration and underwriting  shall be allocated in
the following  manner:  (i) first, to the Company for any securities it proposes
to sell  for  its own  account,  (ii)  second,  to the  holder  of this  Warrant
requiring such  registration,  and (iii) third, to other holders of stock of the
Company requesting inclusion in the registration,  pro rata among the respective
holders  thereof  on the  basis of the  number of  shares  for  which  each such
requesting holder has requested registration.

         Section 5. Taxes.  The Company shall pay any and all taxes which may be
payable  with  respect to the  issuance  and  delivery  of Warrant  Shares  upon
exercise of this Warrant.

         Section 6. Warrant Holder Not Deemed a Stockholder. Except as otherwise
specifically  provided  herein,  no holder,  as such,  of this Warrant  shall be
entitled to vote or receive  dividends  or be deemed the holder of shares of the
Company  for any  purpose,  nor shall  anything  contained  in this  Warrant  be
construed  to confer  upon the holder  hereof,  as such,  any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization,  issue of stock,  reclassification
of stock,  consolidation,  merger,  conveyance or otherwise),  receive notice of
meetings,  receive dividends or subscription rights, or otherwise,  prior to the
issuance to the holder of this Warrant of the Warrant  Shares which he or she is
then  entitled to receive  upon the due exercise of this  Warrant.  In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities
on such holder to purchase  any  securities  (upon  exercise of this  Warrant or
otherwise)  or as a stockholder  of the Company,  whether such  liabilities  are
asserted by the Company or by creditors of the Company.

         Section 7.  Representations of Holder.  The holder of this Warrant,  by
the  acceptance  hereof,  represents  that it is acquiring  this Warrant and the
Warrant  Shares  for its own  account  for  investment  only and not with a view
towards,  or for resale in connection  with, the public sale or  distribution of
this  Warrant or the Warrant  Shares,  except  pursuant to sales  registered  or
exempted  under the  Securities  Act;  provided,  however,  that by  making  the
representations herein, the holder does not agree to hold this Warrant or any of
the Warrant Shares for any minimum or other specific term and reserves the right


                                       4
<PAGE>

to dispose of this Warrant and the Warrant Shares at any time in accordance with
or pursuant to a  registration  statement or an exemption  under the  Securities
Act.

         Section 8. Ownership and Transfer.

                  (a) The  Company  shall  maintain at its  principal  executive
offices (or such other  office or agency of the Company as it may  designate  by
notice to the holder hereof), a register for this Warrant,  in which the Company
shall  record the name and address of the Person in whose name this  Warrant has
been issued, as well as the name and address of each transferee. The Company may
treat the Person in whose name any Warrant is  registered on the register as the
owner and holder  thereof for all  purposes,  notwithstanding  any notice to the
contrary,  but in all events  recognizing  any transfers made in accordance with
the terms of this Warrant.

                  (b) This Warrant and the rights  granted to the holder  hereof
are transferable,  in whole or in part, upon surrender of this Warrant, together
with a properly executed warrant power in the form of Exhibit B attached hereto;
provided,  however,  that any  transfer  or  assignment  shall be subject to the
conditions set forth in Section 8(c) below.

                  (c) The holder of this Warrant  understands  that this Warrant
has not been and is not expected to be,  registered  under the Securities Act or
any state securities  laws, and may not be offered for sale,  sold,  assigned or
transferred unless (a) subsequently  registered  thereunder,  or (b) such holder
shall  have  delivered  to the  Company  an opinion  of  counsel,  in  generally
acceptable  form,  to the effect  that the  securities  to be sold,  assigned or
transferred may be sold,  assigned or transferred  pursuant to an exemption from
such  registration;  provided  that  (i) any  sale of  such  securities  made in
reliance on Rule 144  promulgated  under the  Securities Act may be made only in
accordance  with  the  terms  of said  Rule  and  further,  if said  Rule is not
applicable,  any  resale of such  securities  under  circumstances  in which the
seller  (or the  person  through  whom the sale is made)  may be deemed to be an
underwriter  (as  that  term is  defined  in the  Securities  Act)  may  require
compliance  with some other  exemption under the Securities Act or the rules and
regulations  of the  Securities  and Exchange  Commission  thereunder;  and (ii)
neither the Company nor any other person is under any obligation to register the
Warrants under the Securities Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder.

         Section 9. Adjustment to the Shares. The Warrant Exercise Price and the
number of shares of Common Stock issuable upon exercise of this Warrant shall be
adjusted from time to time as follows:

                  (a) Adjustment of Warrant  Exercise Price upon  Subdivision or
Combination  of  Common  Stock.  If the  Company  at  anytime  after the date of
issuance  of this  Warrant  subdivides  (by any  stock  split,  stock  dividend,
recapitulation  or otherwise) one or more classes of its  outstanding  shares of
Common  Stock into a greater  number of shares,  the Warrant  Exercise  Price in
effect immediately prior to such subdivision will be proportionately reduced and
the  number of  shares of Common  Stock  obtainable  upon the  exercise  of this
Warrant will be proportionately  increased. If the Company at any time after the
date of issuance of this Warrant combines (by  combination,  reverse stock split
or otherwise) one or more classes of its outstanding shares of Common Stock into


                                       5
<PAGE>

a smaller number of shares,  the Warrant  Exercise  Price in effect  immediately
prior to such  combination will be  proportionately  increased and the number of
shares  of  Common  Stock  obtainable  upon  exercise  of this  Warrant  will be
proportionately decreased.

                  (b) Reclassification,  Exchange, Combinations or Substitution.
Upon any reclassification,  exchange,  substitution, or other event that results
in a change of the number and/or class of the securities  issuable upon exercise
or conversion  of this Warrant,  the holder of this Warrant shall be entitled to
receive,  upon exercise or  conversion  of this Warrant,  the number and kind of
securities  and property that the holder of this Warrant would have received for
the shares of Common Stock if this Warrant had been exercised immediately before
such reclassification,  exchange,  substitution,  or other event. The Company or
its successor  shall  promptly issue to holder of this Warrant a new Warrant for
such new  securities  or other  property.  The new  Warrant  shall  provide  for
adjustments  which shall be as nearly  equivalent as may be  practicable  to the
adjustments  provided  for in this  Section  9  including,  without  limitation,
adjustments  to the Warrant  Exercise  Price and to the number of  securities or
property  issuable  upon  exercise of the new Warrant.  The  provisions  of this
Section 9(b) shall similarly apply to successive  reclassifications,  exchanges,
substitutions, or other events.

                  (c) Adjustments for Diluting  Issuances.  The Warrant Exercise
Price and the number of shares of Common Stock  issuable  upon  exercise of this
Warrant  shall be  subject  to  adjustment,  from time to time in the manner set
forth in the Company's Articles or Certificate of Incorporation as if the shares
of Common  Stock were issued and  outstanding  on and as of the date of any such
required adjustment.  The provisions set forth for the shares of Common Stock in
the Company's Articles or Certificate (as applicable) of Incorporation  relating
to the above in effect as of the date of issuance  may not be amended,  modified
or waived,  without  the prior  written  consent  of the holder of this  Warrant
unless such amendment, modification or waiver affects the rights associated with
the Warrant Shares in the same manner as such amendment,  modification or waiver
affects the rights associated with all other shares of the same series and class
as the shares granted to the holder.

                  (d) No Impairment.  The Company shall not, by amendment of its
Articles  or  Certificate  (as  applicable)  of   Incorporation   or  through  a
reorganization,  transfer of assets, consolidation,  merger, dissolution, issue,
or sale of securities or any other voluntary action,  avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed  under
this  Warrant by the  Company,  but shall at all times in good  faith  assist in
carrying  out of all the  provisions  of this  Section 9 and in taking  all such
action as may be necessary or appropriate to protect  Holder's rights under this
Section against impairment.

                  (e) Certificate as to Adjustments. Upon each adjustment of the
Warrant Exercise Price, the Company shall promptly notify the holder in writing,
and, at the Company's expense, promptly compute such adjustment,  and furnish to
the holder with a certificate of its Chief Financial  Officer setting forth such
adjustment and the facts upon which such adjustment is based. The Company shall,
upon written  request,  furnish to the holder a  certificate  setting  forth the
Warrant  Exercise  Price in  effect  upon the date  thereof  and the  series  of
adjustments leading to such Warrant Exercise Price.


                                       6
<PAGE>

         Section 10.  Lost,  Stolen,  Mutilated or  Destroyed  Warrant.  If this
Warrant is lost, stolen,  mutilated or destroyed,  the Company shall, on receipt
of an indemnification undertaking,  issue a new Warrant of like denomination and
tenor as this Warrant so lost, stolen, mutilated or destroyed.

         Section  11.   Notice.   Any  notices,   consents,   waivers  or  other
communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been delivered:  (i) upon receipt,
when delivered  personally;  (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party); or (iii) one Business Day after deposit with
a  nationally  recognized  overnight  delivery  service,  in each case  properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

                  If to the Company:

                           Boulder Acquisitions, Inc.
                           211 West Wall Street
                           Midland, Texas  79701-4556

                  Notice to the holder of this  Warrant  shall be  addressed  as
                  follows  until  the  Company  receives  notice  of a change in
                  address:

                           Timothy P. Halter
                           12890 Hilltop Road
                           Argyle, Texas  76226

Each party shall provide five days' prior  written  notice to the other party of
any change in address or facsimile number.  Written  confirmation of receipt (A)
given by the recipient of such notice,  consent,  waiver or other communication,
(B) mechanically or electronically  generated by the sender's  facsimile machine
containing the time, date,  recipient facsimile number and an image of the first
page of such transmission or (C) provided by a nationally  recognized  overnight
delivery service shall be rebuttable  evidence of personal  service,  receipt by
facsimile or receipt from a nationally  recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.

         Section 12. Date.  The date of this Warrant is February 23, 2004.  This
Warrant, in all events, shall be wholly void and of no effect after the close of
business on the Expiration Date.

         Section 13. Amendment and Waiver.  Except as otherwise provided herein,
the  provisions  of this  Warrant  may be amended  and the  Company may take any
action  herein  prohibited,  or omit to perform  any act herein  required  to be
performed  by it, only if the Company has  obtained  the written  consent of the
holder of this Warrant.

         Section  14.  Descriptive  Headings  The  descriptive  headings  of the
several  Sections and  paragraphs  of this Warrant are inserted for  convenience
only and do not constitute a part of this Warrant.

         Section  15.  Governing  Law.  This  Warrant  shall be  governed by and
construed  and  enforced  in  accordance  with the laws of the  State of  Texas,
without  giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Texas or any other  jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of Texas.

         This Warrant has been duly executed by the Company as of the date first
set forth above.

                                                     BOULDER ACQUISITIONS, INC.



                                                     By: /s/ Glenn A. Little
                                                        ------------------------
                                                        Glenn A. Little
                                                        Chief Executive Officer
























                                       7
<PAGE>

                              EXHIBIT A TO WARRANT
                              --------------------

                                SUBSCRIPTION FORM

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                           BOULDER ACQUISITIONS, INC.

         The  undersigned   holder  hereby   exercises  the  right  to  purchase
__________________________  of the shares of Common Stock ("Warrant  Shares") of
Boulder Acquisitions,  Inc., a Nevada corporation (the "Company"),  evidenced by
the attached  Warrant  (the  "Warrant").  Capitalized  terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.

         1. Payment of Warrant  Exercise Price.  The holder shall pay the sum of
$___________________ to the Company in accordance with the terms of the Warrant.

         2. Delivery of Warrant Shares.  The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

Date: ___________________, 200_




Name of Registered Holder

_____________________________

Name:________________________























                                      A-1

<PAGE>

                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER


FOR  VALUE  RECEIVED,  the  undersigned  does  hereby  assign  and  transfer  to
________________,  Federal Identification No. __________,  a warrant to purchase
____________ shares of the capital stock of Boulder Acquisitions, Inc., a Nevada
corporation,  represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.


Dated:  _______________, 200__

                                     ___________________________________________

                                     Name:______________________________________


























                                      B-1

</TEXT>
</DOCUMENT>
