THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
EFFECT WITH RESPECT TO THE WARRANT UNDER SUCH ACT AND APPLICABLE LAWS OR SOME
OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE
LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.
Warrant No. 2 Warrant to Purchase Two Million (2,000,000)
Shares of Common Stock
WARRANT TO PURCHASE COMMON STOCK
of
ASIA WEB HOLDINGS, INC.
Void after June 19, 2005
This certifies that, for value received, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Trust, established under the laws of the State of California ("Zilkha") or
registered assigns ("Holder") is entitled, subject to the terms set forth below,
to purchase from Asia Web Holdings, Inc. (the "Company" or "AWHI"), a Delaware
corporation, shares of Common Stock of the Company, as constituted on the date
hereof (the "Warrant Issue Date"), upon surrender hereof, at the principal
office of the Company referred to below, with the subscription form attached
hereto duly executed, and simultaneous payment therefor in lawful money of the
United States or otherwise as hereinafter provided, at the Exercise Price as set
forth in Section 2 below. The number, character and Exercise Price of such
shares of Common Stock are subject to adjustment as provided below. The term
"Warrant" as used herein shall include this Warrant, and any warrants delivered
in substitution or exchange therefor as provided herein.
1. TERM OF WARRANT. Subject to the terms and conditions set forth
herein, this Warrant shall be exercisable, in whole or in
part, during the term commencing on the Warrant Issue Date and
ending at 5:00 p.m., Pacific Standard Time, on June 19, 2005,
and shall be void thereafter.
2. EXERCISE PRICE. The "Exercise Price" at which this Warrant may
be exercised shall be Five Dollars ($5.00) per share of Common
Stock, as adjusted from time to time pursuant to Section 11
hereof.
3. EXERCISE OF WARRANT.
(a) The purchase rights represented by this Warrant are
exercisable by the Holder in whole or in part, but
not for less than 100,000 shares at a time (or such
lesser number of shares which may then constitute the
maximum number purchasable; such number being subject
to adjustment as provided in Section 11 below), at
any time, or from time to time, during the term
hereof as described in Section 1 above, by the
surrender of this Warrant and the Notice of Exercise
annexed hereto duly completed and executed on behalf
-1-
of the Holder, at the office of the Company (or such
other office or agency of the Company as it may
designate by notice in writing to the Holder at the
address of the Holder appearing on the books of the
Company), upon payment (i) in cash or by check
acceptable to the Company, (ii) by cancellation by
the Holder of indebtedness or other obligations of
the Company to the Holder, or (iii) by a combination
of (i) and (ii), of the purchase price of the shares
to be purchased.
(b) This Warrant shall be deemed to have been exercised
immediately prior to the close of business on the
date of its surrender for exercise as provided above,
and the person entitled to receive the shares of
Common Stock issuable upon such exercise shall be
treated for all purposes as the holder of record of
such shares as of the close of business on such date.
As promptly as practicable on or after such date and
in any event within ten (10) days thereafter, the
Company at its expense shall issue and deliver to the
person or persons entitled to receive the same a
certificate or certificates for the number of shares
issuable upon such exercise. In the event that this
Warrant is exercised in part, the Company at its
expense will execute and deliver a new Warrant of
like tenor exercisable for the number of shares for
which this Warrant may then be exercised.
4. NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip
representing fractional shares shall be issued upon the
exercise of this Warrant. In lieu of any fractional share to
which the Holder would otherwise be entitled, the Company
shall make a prompt cash payment equal to the Fair Market
Value of a share of Common Stock multiplied by such fraction.
5. REPLACEMENT OF WARRANT. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or
destruction, on delivery of an indemnity agreement reasonably
satisfactory in form and substance to the Company or, in the
case of mutilation, on surrender and cancellation of this
Warrant, the Company at its expense shall execute and deliver,
in lieu of this Warrant, a new warrant of like tenor and
amount.
6. RIGHTS OF STOCKHOLDERS. Subject to Sections 9 and 11 of this
Warrant, the Holder shall not be entitled to vote or receive
dividends or be deemed the holder of Common Stock or any other
securities of the Company that may at any time be issuable on
the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Holder, as
such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give
or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of
stock, change of par value, or change of stock to no par
value, consolidation, merger, conveyance, or otherwise) or to
receive notice of meetings, or to receive dividends or
subscription rights or otherwise until the Warrant shall have
been exercised as provided herein.
-2-
7. TRANSFER OF WARRANT.
(a) WARRANT REGISTER. The Company will maintain a
register (the "Warrant Register") containing the
names and addresses of the Holder or Holders. Any
Holder of this Warrant or any portion thereof may
change his or her address as shown on the Warrant
Register by written notice to the Company requesting
such change. Any notice or written communication
required or permitted to be given to the Holder may
be delivered or given by mail to such Holder as shown
on the Warrant Register and at the address shown on
the Warrant Register. Until this Warrant is
transferred on the Warrant Register of the Company,
the Company may treat the Holder as shown on the
Warrant Register as the absolute owner of this
Warrant for all purposes, notwithstanding any notice
to the contrary.
(b) WARRANT AGENT. The Company may, by written notice to
the Holder, appoint an agent for the purpose of
maintaining the Warrant Register referred to in
Section 7(a) above, issuing the Common Stock or other
securities then issuable upon the exercise of this
Warrant, exchanging this Warrant, replacing this
Warrant, or any or all of the foregoing. Thereafter,
any such registration, issuance, exchange, or
replacement, as the case may be, shall be made at the
office of such agent.
(c) TRANSFERABILITY AND NONNEGOTIABILITY OF WARRANT. This
Warrant may not be transferred or assigned in whole
or in part without compliance with all applicable
federal and state securities laws by the transferor
and the transferee (including the delivery of
investment representation letters and legal opinions
reasonably satisfactory to the Company, if such are
requested by the Company). Subject to the Provisions
of this Warrant with respect to compliance with the
Securities Act of 1933, as amended (the "Act"), title
to this Warrant may be transferred by endorsement (by
the Holder executing the Assignment Form annexed
hereto) and delivery in the same manner as a
negotiable instrument transferable by endorsement and
delivery.
(d) EXCHANGE OF WARRANT UPON A TRANSFER. On surrender of
this Warrant for exchange, properly endorsed on the
Assignment Form and subject to the provisions of this
Warrant with respect to compliance with the Act and
with the limitations on assignments and transfers
contained in this Section 7, the Company at its
expense shall issue to or on the order of the Holder
a new warrant or warrants of like tenor, in the name
of the Holder or as tile Holder (on payment by the
Holder of any applicable transfer taxes) may direct,
for the number of shares issuable upon exercise
hereof.
(a) COMPLIANCE WITH SECURITIES LAWS
(i) The Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant and the shares of Common Stock
to be issued upon exercise hereof or conversion thereof are
being acquired solely for the Holder's own account and not as
a nominee for any other party, and for investment, and that
the Holder will not offer, sell or otherwise dispose of this
Warrant or any shares of Common Stock to be issued upon
exercise hereof or conversion thereof except under
circumstances that will not result in a violation of the Act
-3-
or any state securities laws. Upon exercise of this Warrant,
the Holder shall, if requested by the Company, confirm in
writing, in a form satisfactory to the Company, that the
shares of Common Stock so purchased are being acquired solely
for the Holder's own account and not as a nominee for any
other party, for investment, and not with a view toward
distribution or resale.
(ii) This Warrant and all shares of Common Stock
issued upon exercise hereof or conversion thereof shall be
stamped or imprinted with a legend in substantially the
following form (in addition to any legend required by state
securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT AND APPLICABLE LAWS. COPIES OF THE AGREEMENT COVERING
THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR
TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST
MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE
COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.
8. RESERVATION OF STOCK. The Company covenants that during the
term this Warrant is exercisable, the Company will reserve
from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of Common Stock
upon the exercise of this Warrant and, from time to time, will
take all steps necessary to amend its Certificate of
Incorporation (the "Certificate") to provide sufficient
reserves of shares of its Common Stock for issuance. The
Company further covenants that all shares that may be issued
upon the exercise of rights represented by this Warrant and
payment of the Exercise Price, all as set forth herein, will
be free from all taxes, liens and charges in respect of the
issue thereof (other than taxes in respect of any transfer
occurring contemporaneously or otherwise specified herein).
The Company agrees that its issuance of this Warrant shall
constitute full authority to its officers who are charged with
the duty of executing stock certificates to execute and issue
the necessary certificates for shares of Common Stock upon the
exercise of this Warrant.
9. NOTICES. (a) Whenever the Exercise Price or number of shares
purchasable hereunder shall be adjusted pursuant to Section 11
hereof, the Company shall issue a certificate signed by its
Chief Financial Officer setting forth, in reasonable detail,
the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was
calculated, and the Exercise Price and number of shares
purchasable hereunder after giving effect to such adjustment,
and shall cause a copy of such certificate to be mailed (by
first-class mail, postage prepaid) to the Holder of this
Warrant.
(b) In case:
-4-
(i) the Company shall take a record of the holders of
its Common Stock (or other stock or securities at the time
receivable upon the exercise of this Warrant) for the purpose
of entitling them to receive any dividend or other
distribution, or any right to subscribe for or purchase any
shares of stock of any class or any other securities, or to
receive any other right, or
(ii) of any capital reorganization of the Company,
any reclassification of the capital stock of the Company, any
consolidation or merger of the Company with or into another
corporation, or any conveyance of all or substantially all of
the assets of the Company to another corporation, or
(iii) of any voluntary dissolution, liquidation or
winding-up of the Company, then, and in each such case, the
Company will mail or cause to be mailed to the Holder or
Holders a notice specifying, as the case may be, (A) the date
on which a record is to be taken for the purpose of such
dividend, distribution or right, and stating the amount and
character of such dividend, distribution or right, or (B) the
date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be
fixed, as of which the holders of record of Common Stock (or
such stock or securities at the time receivable upon the
exercise of this Warrant) shall be entitled to exchange their
shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up. Such
notice shall be mailed at least 30 days prior to the date
therein specified.
(c) All such notices, advices and communications shall be
deemed to have been received (i) in the case of personal
delivery, on the date of such delivery and (ii) in the case of
mailing, on the third business day following the date of such
mailing.
10. AMENDMENTS. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.
11. ADJUSTMENTS. The Exercise Price and the number of shares
purchasable hereunder are subject to adjustment from time to
time as follows:
(a) MERGER, SALE OF ASSETS, ETC. If at any time while
this Warrant, or any portion thereof, is outstanding
and unexpired there shall be (i) a reorganization
(other than a combination, reclassification, exchange
or subdivision of shares otherwise provided for
herein), (ii) a merger or consolidation of the
Company with or into another corporation in which the
Company is not the surviving entity, or a reverse
triangular merger in which the Company is the
surviving entity but the shares of the Company's
capital stock outstanding immediately prior to the
merger are converted by virtue of the merger into
other property, whether in the form of securities,
cash, or otherwise, or (iii) a sale or transfer of
the Company's properties and assets as, or
substantially as, an entirety to any other person,
then, as a part of such reorganization, merger,
consolidation, sale or transfer, lawful provision
-5-
shall be made so that the holder of this Warrant
shall thereafter be entitled to receive upon exercise
of this Warrant, during the period specified herein
and upon payment of the Exercise Price then in
effect, the number of shares of stock or other
securities or property of the successor corporation
resulting from such reorganization, merger,
consolidation, sale or transfer that a holder of the
shares deliverable upon exercise of this Warrant
would have been entitled to receive in such
reorganization, consolidation, merger, sale or
transfer if this Warrant had been exercised
immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to
further adjustment as provided in this Section 11.
The foregoing provisions of this Section 11(a) shall
similarly apply to successive reorganizations,
consolidations, mergers, sales and transfers and to
the stock or securities of any other corporation that
are at the time receivable upon the exercise of this
Warrant. If the per-share consideration payable to
the holder hereof for shares in connection with any
such transaction is in a form other than cash or
marketable securities, then the value of such
consideration shall be determined in good faith by
the Company's Board of Directors. In all events,
appropriate adjustment (as determined in good faith
by the Company's Board of Directors) shall be made in
the application of the provisions of this Warrant
with respect to the rights and interests of the
Holder after the transaction, to the end that the
provisions of this Warrant shall be applicable after
that event, as near as reasonably may be, in relation
to any shares or other property deliverable after
that event upon exercise of this Warrant.
(b) RECLASSIFICATION, ETC. If the Company, at any time
while this Warrant, or any portion hereof, remains
outstanding and unexpired by reclassification of
securities or otherwise, shall change any of the
securities as to which purchase rights under this
Warrant exist into the same or a different number of
securities of any other class or classes, this
Warrant shall thereafter represent the right to
acquire such number and kind of securities as would
have been issuable as the result of such change with
respect to the securities that were subject to the
purchase rights under this Warrant immediately prior
to such reclassification or other change and the
Exercise Price therefor shall be appropriately
adjusted, all subject to further adjustment as
provided in this Section 11.
(c) SPLIT, SUBDIVISION OR COMBINATION OF SHARES. If the
Company at any time while this Warrant, or any
portion hereof, remains outstanding and unexpired
shall split, subdivide or combine the securities as
to which purchase rights under this Warrant exist,
into a different number of securities of the same
class, the Exercise Price for such securities shall
be proportionately decreased in the case of a split
or subdivision or proportionately increased in the
case of a combination.
(d) ADJUSTMENTS FOR DIVIDENDS IN STOCK OR OTHER
SECURITIES OR PROPERTY. If while this Warrant, or any
portion hereof, remains outstanding and unexpired,
the holders of the securities as to which purchase
rights under this Warrant exist at the time shall
have received, or, on or after the record date fixed
for the determination of eligible stockholders, shall
-6-
have become entitled to receive, without payment
therefor, other or additional stock or other
securities or property (other than cash) of the
Company by way of dividend, then and in each case,
this Warrant shall represent the right to acquire, in
addition to the number of shares of the security
receivable upon exercise of this Warrant, and without
payment of any additional consideration therefor, the
amount of such other or additional stock or other
securities or property (other than cash) of the
Company that such holder would hold on the date of
such exercise had it been the holder of record of the
security receivable upon exercise of this Warrant on
the date hereof and had thereafter, during the period
from the date hereof to and including the date of
such exercise, retained such shares and/or all other
additional stock available by it as aforesaid during
such period, giving effect to all adjustments called
for during such period by the provisions of this
Section 11.
(e) CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of
each adjustment or readjustment pursuant to this
Section 11, the Company at its expense shall promptly
compute such adjustment or readjustment in accordance
with the terms hereof and furnish to each Holder of
this Warrant a certificate setting forth such
adjustment or readjustment and showing in detail the
facts upon which such adjustment or readjustment is
based. The Company shall, upon the written request,
at any time, of any such Holder, furnish or cause to
be furnished to such Holder a like certificate
setting forth: (i) such adjustments and
readjustments; (ii) the Exercise Price at the time in
effect; and (iii) the number of shares and the
amount, if any, of other property that at the time
would be received upon the exercise of the Warrant.
(f) NO IMPAIRMENT. The Company will not, by any voluntary
action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or
performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all
the provisions of this Section 11 and in the taking
of all such action as may be necessary or appropriate
in order to protect the rights of the Holder of this
Warrant against impairment.
(g) LIQUIDATION; DISSOLUTION. If the Company shall
dissolve, liquidate or wind up its affairs, the
Holder shall have the right, but not the obligation,
to exercise this Warrant effective as of the date of
such dissolution, liquidation or winding up. If any
such dissolution, liquidation or winding up results
in any cash distribution to the Holder in excess of
the aggregate Exercise Price for the shares of Common
Stock for which this Warrant is exercised, then the
Holder may, at its option, exercise this Warrant
without making payment of such aggregate Exercise
Price and, in such case, the Company shall, upon
distribution to the Holder, consider such aggregate
Exercise Price to have been paid in full, and in
making such settlement to the Holder, shall deduct an
amount equal to such aggregate Exercise Price from
the amount payable to Holder.
-7-
12. MISCELLANEOUS.
(a) GOVERNING LAW AND MODIFICATION. This Warrant shall be
deemed to be made under, and shall be governed by,
the laws of the State of California in all respects,
including matters of construction, validity, and
performance, and its terms and provisions may not be
waived, altered, modified, or amended except in
writing duly signed by an authorized officer of the
Company and by the Holder. Venue shall be in the
State and Federal courts in the County of Los
Angeles, State of California.
(b) ATTORNEYS' FEES AND COSTS. In addition to the amounts
guaranteed under this agreement, the Company agrees
to pay legal interest from the date of this Warrant,
reasonable attorneys' fees and all other costs and
expenses incurred by the Holder in enforcing this
Warrant in any action or proceeding arising out of,
or relating to, this Warrant.
(c) SATURDAYS, SUNDAYS AND HOLIDAYS. If the expiration
date for this Warrant falls on a Saturday, Sunday or
a day on which banks in the State of California are
authorized or required by law to close, then the
exercise date will be on the following business day.
(d) REMEDIES. The Company stipulates that the remedies at
law of the Holder in the event of any default or
threatened default by the Company in the performance
of or compliance with any of the terms of this
Warrant are not and will not be adequate to the
fullest extent permitted by law, and that such terms
may be specifically enforced by a decree for the
specific performance of any agreement contained
herein or by an injunction against a violation of any
of the terms hereof or otherwise.
(e) NONWAIVER; CUMULATIVE REMEDIES. No course of dealing
or any delay or failure to exercise any right
hereunder on the part of the Holder shall operate as
a waiver of such right or otherwise prejudice the
rights, powers or remedies of the Holder. No single
or partial waiver by the Holder of any provision of
this Warrant or of any breach or default hereunder or
of any right or remedy shall operate as a waiver of
any other provision, breach, default right or remedy
or of the same provision, breach, default, right or
remedy on a future occasion. The rights and remedies
provided in this Warrant are cumulative and are in
addition to al rights and remedies which the Holder
and each Shareholder may have in law or in equity or
by statute otherwise.
(f) SUCCESSORS AND ASSIGNS. This Warrant shall be binding
upon, the Company and any person or entity succeeding
the Company be merger, consolidation or acquisition
of all or substantially all of the Company's assets,
and all of the obligations of the Company with
respect to the shares of Common Stock issuable upon
exercise of this Warrant, shall survive the exercise,
expiration or termination of this Warrant and all of
the covenants and agreements of the Company shall
inure to the benefit of the Holder and its successors
and assigns. The Company shall, at the time of
exercise of this Warrant, in whole or in party, upon
request of the Holder but at the Company's expense,
acknowledge in writing its continuing obligations
hereunder with respect to rights of the Holder to
which it shall continue to be entitled after such
-8-
exercise in accordance with the terms hereof;
provided that the failure of the Holder to make any
such request shall not affect the continuing
obligation of the Company to the Holder in respect of
such rights.
(g) INTEGRATION. This Warrant and that certain Stock
Purchase Agreement to which the Company and the
original Holder of this Warrant are parties replace
all prior and contemporaneous agreements and
supersede all prior and contemporaneous negotiations
between the parties with respect to the transactions
contemplated herein and constitute the entire
agreement of the parties with respect to the
transactions contemplated herein.
(f) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of the Company in this
Warrant shall survive the execution and delivery of
this Warrant and the consummation of the transactions
contemplated hereby, notwithstanding any
investigation by the Holder or its agents.
IN WITNESS WHEREOF, ASIA WEB HOLDINGS, INC. has caused this
Warrant to be executed by its officers thereunto duly authorized.
Dated: June 19, 2000
ASIA WEB HOLDINGS, INC. HOLDER: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------- --------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
-9-
NOTICE OF EXERCISE
To: ASIA WEB HOLDINGS, INC.
By:
(1) The undersigned hereby: (A) elects to purchase shares of Common
Stock of ASIA WEB HOLDINGS, INC. pursuant to the provisions of Section 3(a) of
the attached Warrant, and tenders herewith payment of the purchase price for
such shares in full.
(2) In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Common Stock thereof are being acquired solely
for the account of the undersigned and not as a nominee for any other party, and
for investment, and that the undersigned will not offer, sell or otherwise
dispose of any such shares of Common Stock except under circumstances that will
not result in a violation of the Securities Act of 1933, as amended, or any
applicable state securities laws.
(3) Please issue a certificate or certificates representing said shares
of Common Stock in the name of the undersigned or in such other name as is
specified below:
----------------------------------------
(4) Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned or in such other name as is
specified below:
-------------------------------------
(Name)
Dated:
-------------------------------------
By:
-------------------------------------
-10-
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under the within Warrant, with respect to the number
of shares of Common Stock set forth below:
Name of Assignee Address No. of Shares
and does hereby irrevocably constitute and appoint ____________________ to make
such transfer on the books of ASIA WEB HOLDINGS, INC., maintained for the
purpose, with full power of substitution in the premises.
The undersigned also represents that, by assignment hereof, the
Assignee acknowledges that this Warrant and the shares of stock to be issued
upon exercise hereof are being acquired for investment and that the Assignee
will not offer, sell or otherwise dispose of this Warrant or any shares of stock
to be issued upon exercise hereof except under circumstances which will not
result in a violation of the Securities Act of 1933, as amended, or any
applicable state securities laws. Further, the Assignee has acknowledged that
upon exercise of this Warrant, the Assignee shall, if requested by the Company,
confirm in writing, in a form satisfactory to the Company, that the shares of
stock so purchased are being acquired for investment and not with a view toward
distribution or resale.
Dated:
-------------------------------------
By:
-------------------------------------
-11-