THIS WARRANT AND THE COMMON SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO REMARK ENTERPRISES INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.

    


    
      
        
          
            	 
      	
                    Right
      to Purchase 1,000,000 shares of Common Stock of REMARK

                    ENTERPRISES
      INC. (subject to adjustment as provided
herein)

                  


          

        

      

    

    


    COMMON
STOCK PURCHASE WARRANT

     

    
      
        
          	
                  No. 2009-A-001

                	
                  Issue
      Date as of: June 26,
2009

                


        

      

    

    


    REMARK ENTERPRISES INC., a
corporation organized under the laws of the State of Nevada (the “Company”),
hereby certifies that, for value received, Hope Capital Inc. (the “Holder”), is
entitled, subject to the terms set forth below, to purchase from the Company at
any time after the Issue Date until 5:00 p.m., E.S.T on the fifth (5th)
anniversary after the Issue Date (the “Expiration Date”), 1,000,000 fully paid
and non-assessable shares of Common Stock at a per share purchase price of
$0.75, subject to adjustment pursuant to Section . The afore described purchase
price per share, as adjusted from time to time as herein provided, is referred
to herein as the “Purchase Price.”  The number and character of such
shares of Common Stock and the Purchase Price are subject to adjustment as
provided herein.

    


    As used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:

     

    (a)           The
term “Company” shall include REMARK ENTERPRISES INC. and any corporation which
shall succeed or assume the obligations of REMARK ENTERPRISES INC.
hereunder.

     

    (b)           The
term “Common Stock” includes (a) the Company’s Common Stock, $0.0001 par
value per share, and (b) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or
otherwise.

     

    (c)           The
term “Other Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which the
holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to
Section 5 or otherwise.

     

    (d)           The
term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this
Warrant.

     

    1.           Exercise of
Warrant.

     

    1.1.         Number of Shares Issuable
upon Exercise.  From and after the Issue Date through and
including the Expiration Date, the Holder hereof shall be entitled to receive,
upon exercise of this Warrant in whole in accordance with the terms of
subsection 1.2 or upon exercise of this Warrant in part in accordance with
subsection 1.3, 800,000 shares of Common Stock of the Company, subject to
adjustment pursuant to Section 4.  Provided, however, that if the
Company within ninety (90) days following the date hereof either: (i)
consummates a reorganization, combination, share exchange, merger or other
combination with an entity whose securities are listed on the OTCBB wherein the
financial statements of the Company, when due, shall  be consolidated
which such entity; or (ii) the Company consummates financings (debt and/or
equity) wherein the aggregate proceeds to the Company are at least $500,000
(excluding proceeds raised in connection with the “Shelf” registration
contemplated by Section 4.8 of the Stock Purchase and Recapitalization Agreement
dated March 31, 2009 Company, One Up Innovations, Inc. and Louis Friedman), then
the number of shares of Common Stock of the Company issuable hereunder shall
increases to 1,000,000, subject to adjustment pursuant to Section
4.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    1.2.         Full
Exercise.  This Warrant may be exercised in full by the Holder
hereof by delivery of an original or facsimile copy of the form of subscription
attached as Exhibit A hereto (the “Subscription Form”) duly executed by
such Holder and surrender of the original Warrant within four (4) days of
exercise, to the Company at its principal office or at the office of its
Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire
transfer or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then exercisable by the Purchase Price then in
effect.

     

    1.3.         Partial
Exercise.  This Warrant may be exercised in part (but not for a
fractional share) by surrender of this Warrant in the manner and at the place
provided in subsection 1.2 except that the amount payable by the Holder on
such partial exercise shall be the amount obtained by multiplying (a) the
number of whole shares of Common Stock designated by the Holder in the
Subscription Form by (b) the Purchase Price then in effect.  On
any such partial exercise, the Company, at its expense, will forthwith
issue and deliver to or upon the order of the Holder hereof a new Warrant of
like tenor, in the name of the Holder hereof or as such Holder (upon payment by
such Holder of any applicable transfer taxes) may request, the whole number of
shares of Common Stock for which such Warrant may still be
exercised.

     

    1.4.         Fair Market Value.
Fair Market Value of a share of Common Stock as of a particular date (the
“Determination Date”) shall mean:

     

    (a)           If
the Company’s Common Stock is traded on an exchange or is quoted on the National
Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”), National
Market System, the NASDAQ Capital Market or the American Stock Exchange, LLC,
then the closing or last sale price, respectively, reported for the last
business day immediately preceding the Determination Date;

     

    (b)           If
the Company’s Common Stock is not traded on an exchange or on the NASDAQ
National Market System, the NASDAQ Capital Market or the American Stock
Exchange, Inc., but is traded in the over-the-counter market, then the average
of the closing bid and ask prices reported for the last business day immediately
preceding the Determination Date;

     

    (c)           Except
as provided in clause (d) below, if the Company’s Common Stock is not
publicly traded, then as the Holder and the Company agree, or in the absence of
such an agreement, by arbitration in accordance with the rules then standing of
the American Arbitration Association, before a single arbitrator to be chosen
from a panel of persons qualified by education and training to pass on the
matter to be decided; or

     

    (d)           If
the Determination Date is the date of a liquidation, dissolution or winding up,
or any event deemed to be a liquidation, dissolution or winding up pursuant to
the Company’s charter, then all amounts to be payable per share to holders of
the Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in
respect of the Common Stock in liquidation under the charter, assuming for the
purposes of this clause (d) that all of the shares of Common Stock then
issuable upon exercise of all of the Warrants are outstanding at the
Determination Date.

     

    1.5.         Company Acknowledgment. The
Company will, at the time of the exercise of the Warrant, upon the request of
the Holder hereof acknowledge in writing its continuing obligation to afford to
such Holder any rights to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant. If the Holder
shall fail to make any such request, such failure shall not affect the
continuing obligation of the Company to afford to such Holder any such
rights.

     

    1.6.         Trustee for Warrant
Holders.
In the event that a qualified bank or trust company shall have been appointed as
trustee for the Holder of the Warrants pursuant to Subsection 3.2, such
bank or trust company shall have all the powers and duties of a warrant agent
(as hereinafter described) and shall accept, in its own name for the account of
the Company or such successor person as may be entitled thereto, all amounts
otherwise payable to the Company or such successor, as the case may be, on
exercise of this Warrant pursuant to this Section 1.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


               1.7         Delivery of Stock
Certificates, etc. on Exercise. The Company agrees that the shares of
Common Stock purchased upon exercise of this Warrant shall be deemed to be
issued to the Holder hereof as the record owner of such shares as of the close
of business on the date on which this Warrant shall have been surrendered and
payment made for such shares as aforesaid. As soon as practicable after the
exercise of this Warrant in full or in part, and in any event within three (3)
business days thereafter, the Company at its expense (including the payment by
it of any applicable issue taxes) will cause to be issued in the name of and
delivered to the Holder hereof, or as such Holder (upon payment by such Holder
of any applicable transfer taxes) may direct in compliance with applicable
securities laws, a certificate or certificates for the number of duly and
validly issued, fully paid and nonassessable shares of Common Stock (or Other
Securities) to which such Holder shall be entitled on such exercise, plus, in
lieu of any fractional share to which such Holder would otherwise be entitled,
cash equal to such fraction multiplied by the then Fair Market Value of one full
share of Common Stock, together with any other stock or other securities and
property (including cash, where applicable) to which such Holder is entitled
upon such exercise pursuant to Section 1 or otherwise.

     

     2.           Cashless
Exercise.

     

    (a)           Except
as described below, if a Registration Statement is effective and the Holder may
sell its shares of Common Stock upon exercise hereof pursuant to the
Registration Statement, this Warrant may be exercisable in whole or in part for
cash only as set forth in Section 1 above.  If no such Registration
Statement is available, then commencing six months after the Issue Date,
payment upon exercise may be made at the option of the Holder either in
(i) cash, wire transfer or by certified or official bank check payable to
the order of the Company equal to the applicable aggregate Purchase Price, (ii)
by cashless exercise in accordance with Section (b) below or
(iii) by a combination of any of the foregoing methods, for the number of
shares of Common Stock specified in such form (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable to the Holder per the terms of this Warrant) and the Holder shall
thereupon be entitled to receive the number of duly authorized, validly issued,
fully-paid and non-assessable shares of Common Stock (or Other Securities)
determined as provided herein.

     

    (b)           If
the Fair Market Value of one share of Common Stock is greater than the Purchase
Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant for cash, the Holder may elect to receive shares equal to the value
(as determined below) of this Warrant (or the portion thereof being cancelled)
by surrender of this Warrant at the principal office of the Company together
with the properly endorsed Subscription Form in which event the Company shall
issue to the Holder a number of shares of Common Stock computed using the
following formula:

    


    X=Y (A-B)

              A

    


    Where  
 X=          the number
of shares of Common Stock to be issued to the holder

    


    
      	
               
      

            	
              Y=

            	
              the
      number of shares of Common Stock purchasable under the Warrant or, if only
      a portion of the Warrant is being exercised, the portion of the Warrant
      being exercised (at the date of such
  calculation)

            


    

     

    
      	
               
      

            	
              A=

            	
              the
      Fair Market Value of one share of the Company’s Common Stock (at the date
      of such calculation)

            


    

     

    
      	
               
      

            	
              B=

            	
              Purchase
      Price (as adjusted to the date of such
  calculation)

            


    

     

    For
purposes of Rule 144 promulgated under the 1933 Act, as amended, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and
the holding period for the Warrant Shares shall be deemed to have commenced, on
the date this Warrant.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    3.           Adjustment for
Reorganization, Consolidation, Merger, etc.

     

    3.1.         Reorganization,
Consolidation, Merger, etc.  In case at any time or from time
to time, the Company shall (a) effect a reorganization,
(b) consolidate with or merge into any other person or (c) transfer
all or substantially all of its properties or assets to any other person under
any plan or arrangement contemplating the dissolution of the Company, then, in
each such case, as a condition to the consummation of such a transaction, proper
and adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1, at any time
after the consummation of such reorganization, consolidation or merger or the
effective date of such dissolution, as the case may be, shall receive, in lieu
of the Common Stock (or Other Securities) issuable on such exercise prior to
such consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be, if
such Holder had so exercised this Warrant, immediately prior thereto, all
subject to further adjustment thereafter as provided in
Section 4.

     

    3.2.         Dissolution.  In
the event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, prior to such
dissolution, shall at its expense deliver or cause to be delivered the stock and
other securities and property (including cash, where applicable) receivable in
accordance with Section 3.1 by the Holder of the Warrants upon their
exercise after the effective date of such dissolution pursuant to this
Section 3 to a bank or trust company (a “Trustee”) having its principal
office in New York, NY, as trustee for the Holder of the
Warrants.

     

    3.3.         Continuation of
Terms.  Upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred to in this
Section 3, this Warrant shall continue in full force and effect and the
terms hereof shall be applicable to the Other Securities and property receivable
on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any Other
Securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether or
not such person shall have expressly assumed the terms of this Warrant as
provided in Section 4.  In the event this Warrant does not
continue in full force and effect after the consummation of the transaction
described in this Section 3, then only in such event will the Company’s
securities and property (including cash, where applicable) receivable by the
Holder of the Warrants be delivered to the Trustee as contemplated by
Section 3.2.

     

    4.           Extraordinary Events
Regarding Common Stock.  In the event that the Company shall
(a) issue additional shares of the Common Stock as a dividend or other
distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this
Section 4. The number of shares of Common Stock that the Holder of this
Warrant shall thereafter, on the exercise hereof as provided in Section 1,
be entitled to receive shall be adjusted to a number determined by multiplying
the number of shares of Common Stock that would otherwise (but for the
provisions of this Section 4) be issuable on such exercise by a fraction of
which (a) the numerator is the Purchase Price that would otherwise (but for
the provisions of this Section 4) be in effect, and (b) the
denominator is the Purchase Price in effect on the date of such
exercise.

     

    5.           Certificate as to
Adjustments.  In each case of any adjustment or readjustment in
the shares of Common Stock (or Other Securities) issuable on the exercise of the
Warrants, the Company at its expense will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment or readjustment
in accordance with the terms of the Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares of
Common Stock (or Other Securities) issued or sold or deemed to have been issued
or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Purchase Price and the
number of shares of Common Stock to be received upon exercise of this Warrant,
in effect immediately prior to such adjustment or readjustment and as adjusted
or readjusted as provided in this Warrant. The Company will forthwith mail a
copy of each such certificate to the Holder of the Warrant and any Warrant
Agent of the Company (appointed pursuant to Section 11
hereof).


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    6.           Reservation of Stock, etc.
Issuable on Exercise of Warrant; Financial
Statements.   The Company will at all times reserve and
keep available, solely for issuance and delivery on the exercise of the
Warrants, all shares of Common Stock (or Other Securities) from time to time
issuable on the exercise of the Warrant.  This Warrant entitles the
Holder hereof to receive copies of all financial and other information
distributed or required to be distributed to the holders of the Company’s Common
Stock.

     

    7.           Assignment; Exchange of
Warrant.  Subject to compliance with applicable securities
laws, this Warrant, and the rights evidenced hereby, may be transferred by any
registered holder hereof (a “Transferor”). On the surrender for exchange of this
Warrant, with the Transferor’s endorsement in the form of Exhibit B
attached hereto (the “Transferor Endorsement Form”) and together with an opinion
of counsel reasonably satisfactory to the Company that the transfer of this
Warrant will be in compliance with applicable securities laws, the Company at
its expense, twice, only, but with payment by the Transferor of any applicable
transfer taxes, will issue and deliver to or on the order of the Transferor
thereof a new Warrant or Warrants of like tenor, in the name of the Transferor
and/or the transferee(s) specified in such Transferor Endorsement Form (each a
“Transferee”), calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of the Warrant
so surrendered by the Transferor.  No such transfers shall result in a
public distribution of the Warrant.

     

    8.           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 any such loss, theft or destruction of this Warrant, on delivery of
an indemnity agreement or security reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense, twice only, will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

     

    9.           Registration
Rights.  Promptly following the date hereof, the Company shall
prepare and file with the Securities and Exchange Commission a registration
statement on Form S-1 (or, if Form S-1 is not then available to the Company, on
such form of registration statement as is then available to effect a
registration for resale of the underlying securities with respect to this
Warrant issued to the Holder covering the resale of such underlying
securities).  Such registration statement also shall cover, to the
extent allowable under the 1933 Act and the Rules promulgated thereunder
(including Rule 416), such indeterminate number of additional shares of Common
Stock resulting from stock splits, stock dividends or similar transactions with
respect to the underlying securities.

     

    10.         Maximum
Exercise.  The Holder shall not be entitled to exercise this
Warrant on an exercise date, in connection with that number of shares of Common
Stock which would be in excess of the sum of (i) the number of shares of
Common Stock beneficially owned by the Holder and its affiliates on an exercise
date, and (ii) the number of shares of Common Stock issuable upon the
exercise of this Warrant with respect to which the determination of this
limitation is being made on an exercise date, which would result in beneficial
ownership by the Holder and its affiliates of more than 9.99% of the outstanding
shares of Common Stock on such date.  For the purposes of the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934,
as amended, and Regulation 13d-3 thereunder.  Subject to the
foregoing, the Holder shall not be limited to aggregate exercises which would
result in the issuance of more than 9.99%.  The restriction described
in this paragraph may be waived, in whole or in part, upon sixty-one (61)
days prior notice from the Holder to the Company.  The Holder may
decide whether to convert a Convertible Note or exercise this Warrant to achieve
an actual 9.99% ownership position.

     

    11.         Warrant
Agent.  The Company may, by written notice to the Holder of the
Warrant, appoint an agent (a “Warrant Agent”) for the purpose of issuing Common
Stock (or Other Securities) on the exercise of this Warrant pursuant to
Section 1, exchanging this Warrant pursuant to Section 7, and
replacing this Warrant pursuant to Section 8, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such Warrant Agent.

     

    12.         Transfer on the
Company’s
Books.  Until this Warrant is transferred on the books of the
Company, the Company may treat the registered holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the
contrary.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    13.         Notices.   All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur or (c) three
business days after deposited in t he mail if delivered pursuant to subsection
(ii) above.  The addresses for such communications shall be: (i) if to
the Company to: REMARK ENTERPRISES INC.,  2745 Bankers Industrial
Drive, Doraville, GA, 30360 (ii) if to the Holder, to Hope Captial Inc, 1 Linden
Place, Suite 207, Great Neck, NY 11021.

    


    14.         Agreement Not a Contract of
Employment or Other Relationship.  This Warrant is not a
contract of employment or other relationship, and the terms that Holder acts as
a consultant (or employee) or any other relationship of the Holder with the
Company or any of its subsidiaries or affiliates shall not be affected in any
way by this Warrant except as specifically provided herein.  The
execution of this Warrant shall not be construed as conferring any legal rights
upon the Holder for continuation as a member of the Board of Directors of the
Company (or employee) of the Company or for the continuation of any other
relationship with the Company or any of its subsidiaries or affiliates, nor
shall it interfere with the right of the Company or any of its subsidiaries or
affiliates to treat the Holder without regard to the effect which such treatment
might have upon him as a Holder.

    


    15.         Miscellaneous.  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. This Warrant shall
be construed and enforced in accordance with and governed by the laws of New
York.  Any dispute relating to this Warrant shall be adjudicated in
New York County in the State of New York.  The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof.  The invalidity or unenforceability of
any provision hereof shall in no way affect the validity or enforceability of
any other provision.

    


    IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.

     

    
      
        
          	 
      	
                  REMARK
      ENTERPRISES INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/             Louis
      S. Friedman

                
	 
      	 
      	
                  Name:  Louis
      S. Friedman

                
	 
      	 
      	
                  Title:    President

                
	 
      	 
      
	
                  Witness:

                	 
      
	 
      	 
      
	
                     

                	 
      


        

      

    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    Exhibit A

    FORM OF
SUBSCRIPTION

    (to be
signed only on exercise of Warrant)

     

    TO:  REMARK
ENTERPRISES INC.

    The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable
box):

    


    ___           ________
shares of the Common Stock covered by such Warrant; or

    ___           the
maximum number of shares of Common Stock covered by such Warrant pursuant to the
cashless exercise procedure set forth in Section 2.

    


    The
undersigned herewith makes payment of the full purchase price for such shares at
the price per share provided for in such Warrant, which is
$___________.  Such payment takes the form of (check applicable box or
boxes):

    ___           $__________
in lawful money of the United States; and/or

    ___           the
cancellation of the Warrant to the extent necessary, in accordance with the
formula set forth in Section 2, to exercise this Warrant with respect to
the maximum number of shares of Common Stock purchasable pursuant to the
cashless exercise procedure set forth in Section 2.

    


    The
undersigned requests that the certificates for such shares be issued in the name
of, and delivered to _____________________________________________________ whose
address is
__________________________________________________________________________________________________________________________________________________________________________

    __________________________________________________________________________________________________________________________________________________________________________

    Number of Shares of Common Stock Beneficially Owned on
the date of exercise: Less than five percent (5%) of the outstanding Common
Stock of REMARK ENTERPRISES INC.

    


    The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act of 1933,
as amended (the “Securities Act”), or pursuant to an exemption from registration
under the Securities Act.

    
      	
              Dated:___________________

            	
                 

            
	 
      	
              (Signature
      must conform to name of holder as

              specified
      on the face of the Warrant)

            
	 
      	 
      
	 
      	
                 

            
	 
      	
                 

            
	 
      	
               (Address)

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    Exhibit B

    


    FORM OF
TRANSFEROR ENDORSEMENT

    (To be
signed only on transfer of Warrant)

     

    For value
received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of REMARK ENTERPRISES INC. to which the within Warrant relates specified
under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of
REMARK ENTERPRISES INC. with full power of substitution in the
premises.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Transferees

                                  	 
      	
                                    Percentage Transferred

                                  	 
      	
                                    Number Transferred

                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  	
                          Dated:  ______________,
      ___________

                        	 
      	
                             

                        
	 
      	 
      	
                          (Signature
      must conform to name of holder as specified

                          on
      the face of the warrant)

                        
	 
      	 
      	 
      
	
                          Signed
      in the presence of:

                        	 
      	 
      
	 	 	 
	 
      	 
      	
                             

                        
	
                          

                            (Name)

                          

                        	 
      	
                             

                        
	
                        	 
      	
                          (address)

                        
	 
      	 
      	 
      
	 
      	 
      	
                             

                        
	

                          ACCEPTED
      AND AGREED:

                        	 	 
	
                          

                            [TRANSFEREE]

                          

                        	 
      	
                             

                        
	
                           

                        	 
      	
                          (address)

                        
	 
      	 
      	 
      
	
                             

                        	 
      	 
      
	
                          (Name)