ex10.14



 


VOID AFTER 5:00 P.M., EASTERN TIME,

ON NOVEMBER ___, 2007


 


THIS WARRANT AND THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT
(COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR IN A
TRANSACTION THAT, IN THE OPINION OF COUNSEL TO NEXTGEN COMMUNICATIONS
CORPORATION, QUALIFIES AS AN EXEMPT TRANSACTION UNDER SUCH ACT AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER.




NEXTGEN COMMUNICATIONS CORP.




COMMON STOCK PURCHASE WARRANT




No. 11/  /02-                                                                                                                    ________ Warrant Shares






                NEXTGEN
COMMUNICATIONS CORPORATION, a Delaware corporation (the "Company"), hereby
certifies that ________________ (the "Initial Holder"), is entitled, subject to
the terms set forth below, to purchase from the Company, ____________ shares
(the "Warrant Shares") of fully paid and non-assessable Common Stock of the
Company, par value $.001 per share, at a purchase price of One Dollar ($1.00)
per Warrant Share, subject to adjustment from time to time pursuant to Section
3 hereof (the "Purchase Price"). The term "Common Stock" means, unless the
context otherwise requires, the Company's Common Stock, par value $.001 per
share, or other securities or property at the time deliverable upon the
exercise of this Warrant.




                1.             Exercise.




                1.1           Timing of Exercise. This
Warrant shall be exercisable in whole or in part from time to time commencing
as of the date hereof and expiring at 5:00 P.M., Central time, on November ___,
2007 (the "Expiration Date"), and may not be exercised thereafter.




               1.2           Manner of Exercise. The
purchase rights evidenced by this Warrant shall be exercised by the Initial
Holder or any person permitted by Section 6.1 herein (collectively, "the
Holder"), by surrendering this Warrant, with the Notice of Exercise in the form
of Exhibit A hereto duly executed by the Holder, to the Company at its
principal office (or such other office as may be designated by the Company to
the Holder), accompanied by payment (in cash, by wire transfer or by certified
or official bank check or checks) of the Purchase Price. In lieu of a monetary
payment for the applicable Exercise Price, the Holder may elect to receive,
without the payment of any additional consideration, shares of Common Stock
equal to the net value of its Warrant Shares or portion thereof by the
surrender of such Warrant to the Company with the net issuance election marked
in the Notice of Exercise. Thereupon, the Company shall issue to the Holder,
such number of fully paid and nonassessable shares of Common Stock as is
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 pursuant to this Section 1.2.




                                 




	Y=	the number of Warrant Shares in
respect of which the net issuance election is made pursuant to this Section
1.2.
	A
    =	the average closing price of one share
of Common Stock for the last five (5) trading days immediately preceding
the date of the notice of election is given pursuant to this Section 1.2, which
closing price shall be the last sale price regular way or if no reported last
sale price regular way for such, the last high bid price, in either case on the
principal national securities, automated stock quotation system or other
trading system on which the Common Stock is then listed.





                                 







 

	B = 	the applicable Exercise Price in effect
at the time the net issuance election is made pursuant to this Section 1.2.





                1.3           Partial Exercise. This Warrant
may be exercised for less than the full number of Warrant Shares, in which case
the number of shares of Common Stock receivable upon the exercise of this
Warrant as a whole, and the sum payable upon the exercise of this Warrant as a
whole, shall be proportionately reduced. Upon any such partial exercise, the
Company at its expense will forthwith issue to the Holder a new Warrant or
Warrants of like tenor calling for the number of Warrant Shares as to which
rights have not been exercised, such Warrant or Warrants to be issued in the
name of the Holder.




                2.             Delivery of Stock Certificates
Upon Exercise. As soon as practicable after the exercise of this Warrant,
and in any event within ten (10) days thereafter, the Company, at its expense,
will cause to be issued in the name of and delivered to the Holder a
certificate or certificates for the number of fully paid and non-assessable
shares of Common Stock to which the Holder shall be entitled upon such
exercise. Any shares of Common Stock as to which this Warrant is exercised
shall be deemed issued on and as of the date of such exercise, and the Holder
shall thereupon be deemed to be the owner of record of such shares.




                3.             Anti-Dilution Adjustments.




                3.1           Change in Capitalization. In
case of any stock split, stock dividend or similar transaction which increases
or decreases the number of outstanding shares of Common Stock, appropriate
adjustment shall be made by the Board of Directors of the Company to the number
of Warrant Shares, and the Purchase Price per Warrant Share, of Common Stock
which may be purchased under this Warrant.




                3.2           Consolidation, Merger and Sale of
Assets. In the case of a merger, sale of assets or similar transaction
which results in a replacement of the Company's shares of Common Stock with
stock of another corporation, the corporation formed by such consolidation or
the corporation into which the Company shall have been merged or the
corporation which shall have acquired such assets, as the case may be, shall
execute and deliver to the Holder a certificate stating that the Holder shall
have the right thereafter to exercise this Warrant in exchange for the kind and
amount of shares of stock or other securities or property receivable upon such
consolidation, merger, sale or transfer by a holder of the number of shares of
Common Stock into which this Warrant might have been converted immediately
prior to such consolidation, merger, sale or transfer, subject to adjustment as
provided hereinabove, provided that the consideration to the stockholders of
the Company on such transactions consists in whole or in part of securities of
the other corporation. The provisions of this Section shall similarly apply to
successive consolidations, mergers, sales or transfers.




                3.3           Exchanges and Distributions With
Respect to Common Stock. If the Company shall exchange for its Common Stock
or distribute with respect to its Common Stock other securities issued by it,
the Company shall give notice thereof to the Holder, and the Holder shall have
the right thereafter (until the expiration of this Warrant) to exercise this
Warrant for the kind and amount of shares of stock and other securities
retained or received by a holder of the number of shares of Common Stock of the
Company into which this Warrant might have been converted immediately prior to
such exchange or distribution, subject to adjustment as provided hereinabove.




                3.4           Officer's Certificate.
Whenever the Purchase Price per Warrant Share or the number of shares of Common
Stock subject to this Warrant is adjusted, the Company shall promptly mail to
the Holder of this Warrant a notice of adjustment, which notice shall include a
brief statement of the facts requiring the adjustment and the manner of
computing it and shall be certified by the chief financial officer of the
Company. The determination of the adjustment shall be made by the Company in
its sole discretion and shall be final and binding upon the Holder.




                4.             Shares to Be Fully Paid;
Reservation of Capital Stock Issuable Upon Exercise of Warrants. The
Company covenants and agrees that any shares of Common Stock issued hereunder
will, upon issuance, be fully paid and non-assessable and free from all taxes,
liens and charges with respect to the issuance thereof. The Company shall at all
times reserve and keep available out of its authorized but unissued capital
stock, solely for the issuance and delivery upon the exercise of this Warrant,
such number of its duly authorized shares of Common Stock as from time to time
shall be issuable upon the exercise of this Warrant.




                5.             Fractional Shares. The
Company shall not issue fractions of shares of Common Stock upon exercise of
this Warrant or scrip in lieu thereof. If any fraction of a share of Common
Stock would, except for the provisions of this




 




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 Section 5, be issuable
upon exercise of this Warrant, then the number of shares of Common Stock to be
issued shall be rounded up or down to the nearest whole share.




                6.             Transfer Restrictions




6.1           Transfer.
A Holder, including the Initial Holder or any subsequent Holder, may transfer
this Warrant only under the following conditions: (a) the such proposed
transfer complies, in the opinion of the Company's counsel, with federal and
state securities laws; and (b) the proposed transferee agrees in writing to be
bound by the terms of this Warrant, and the proposed transferee executes such
other instruments of assignment and agreements as the Company reasonably
requests.  Prior to any such transfer,
the Holder must deliver the Assignment Form in the form of Exhibit B
hereto and provide information to the Company, in writing, regarding the
proposed transferee sufficient for the Company to determine the eligibility of
such transferee under this Section 6.




                6.2           Securities Laws. The Holder of
this Warrant, by accepting delivery of the same, hereby:




(a)           represents and
warrants that the Holder is an "accredited investor", as such term is defined
by Rule 501(a), promulgated under the Securities Act of 1933, as amended;




(b)           acknowledges
neither this Warrant, nor any shares of Common Stock issued to Holder pursuant
to the exercise of this Warrant, has been registered under the Securities Act
of 1933, as amended (the "Securities Act"), at the time issuance;




(c)           represents and
warrants that this Warrant is being acquired by Holder for investment and not
with a view to the sale or other distribution thereof within the meaning of the
Securities Act, and Holder has no present intention of selling or otherwise
disposing of all or any portion of this Warrant or the rights granted hereby.




(d)           acknowledges that this Warrant and
any Warrant Shares issued hereby constitute "restricted securities" under the
Securities Act, and accordingly may not be offered, sold, or otherwise
transferred unless and until registered under the Securities Act or, in the
opinion of counsel or by other evidence in form and substance reasonably
satisfactory to Nextgen, such offer, sale, or transfer, is in compliance
therewith;




(e)           agrees that, upon the exercise of
this Warrant, it shall make the customary representations and warranties as may
be requested by counsel to the Company in order for the Company to properly
rely upon Section 4(2) of the Securities Act regarding exemption from
registration thereunder, and, in connection with such exemption, that any
certificates representing shares of Common Stock issued pursuant to this
Warrant would reflect an appropriate legend regarding restrictions upon
transferability; and




(f)            agrees to indemnify the Company, and
hold it harmless from and against, any and all losses, expenses (including
attorneys' fee), costs and damages arising form or relating to any violation of
applicable state securities or "blue sky" laws in connection with the issuance,
sale, delivery or exercise of this Warrant and the issuance, sale and delivery
of shares of Common Stock upon any exercise of this Warrant.




                7.             Registration Under the
Securities Act of 1933.




                7.1           Piggy-Back Rights.




                                (a)           If at any time prior to the
Expiration Date the Company proposes to register shares of its Common Stock
under the Securities Act on behalf of any stockholder on any form for the
registration (the "Registration Statement") of securities under the Securities
Act (other than a registration relating to (i) a registration of a stock
option, stock purchase or compensation or incentive plan or of stock issued or
issuable pursuant to any such plan, or a dividend investment plan; (ii) a
registration of securities proposed to be issued in exchange for securities or
assets of, or in connection with a merger or consolidation with, another
corporation; or (iii) a registration of securities proposed to be issued in
exchange for other securities of the Company) 
in a manner which would permit registration of the Warrant Shares for
sale to the public under the Securities Act (a "Piggyback Registration"), it
will at such time give prompt written notice to the Holder of its intention to
do so and of the Holder's rights under this Section 7.1. Such right is referred
to hereinafter as "Piggyback Registration Right". Upon the written request of
the Holder to the Company (which request shall specify the number of Warrant
Shares intended to be disposed of by the Holder and the intended method of
disposition thereof) received by the Company within twenty (20) days




 




3










 




after the
giving of any such notice by the Company, the Company will include in the
Registration Statement the Warrant Shares which the Company has been so
requested to register by the Holder, provided that the Company's obligation
shall continue after exercise of the Warrants, but it need not include any
Warrant Shares in a Registration Statement filed after the Expiration Date.




                                (b)           The Holder may elect in writing, not
later than three (3) business days prior to the effectiveness of the Piggyback
Registration not to have his Warrant Shares so included in connection with such
Registration Statement.




                                (c)           In the event the securities in the
Registration Statement are to be underwritten, the Company shall not be
required to include any of the Holder's Warrant Shares in the Registration
Statement unless the Holder accepts the terms of the underwriting as agreed
upon between the Company and the underwriters selected by it and the other
stockholders. If in the opinion of the managing underwriter, the registration
of all or a part of the Warrant Shares which the Holder has requested to be
included in the Registration Statement would adversely affect such public
offering, then, (i) the Company shall be required to include in the
underwriting only the number of Warrant Shares, if any, which the managing
underwriter believes may be sold without causing such adverse effect, and the
number of Warrant Shares that may be included in such Registration Statement
shall be allocated among all selling stockholders requesting to participate in
such Registration Statement in proportion (as nearly as practicable) to the
amount of shares of Common Stock owned by each selling stockholder (including
the Holder), or (ii) the Company may require the selling stockholders
(including the Holder) to delay any offering of the Warrant Shares for a period
of up to ninety (90) days from the effective date thereof.




                                (d)           The Piggyback Registration Right
under this Section 7 is the only right granted by the Company to the Holder to
include the Warrant Shares in a Registration Statement.




                7.2
          Obligations of the Company.


                                 (a)           The Company shall comply with the
requirements of this Section 7 at its own expense. That expense shall include,
but not be limited to, legal, accounting, consulting, printing, federal and
state filing fees, NASD fees, out-of-pocket expenses incurred by counsel,
accountants and consultants retained by the Company, and miscellaneous expenses
directly related to the Registration Statement and the offering. However, this
expense shall not include the portion of any underwriting or broker
commissions, transfer taxes and any underwriter's accountable and
nonaccountable expense allowances attributable to the offer and sale of the
Warrant Shares or the fees and expenses of counsel to the Holder, all of which
expenses shall be borne by the Holder of this Warrant. The Company shall
include in the Piggyback Registration, and the prospectus included therein, all
information and materials necessary or advisable to comply with the applicable
statutes and regulations so as to permit the public sale of the Warrant Shares
by the Holder.




                                (b)           The Company shall supply to the
Holder a reasonable number of copies of the preliminary, final or other
prospectus (the "Prospectus"), all prepared in conformity with the requirements
of the Securities Act and the rules and regulations promulgated thereunder, and
such other documents as the Holder shall reasonably request.




                                (c)           The Company shall cooperate with
respect to (i) all necessary or advisable actions relating to the preparation
and the filing of the Piggyback Registration and arising from the provisions of
this Section 7, (ii) all reasonable efforts to establish an exemption from the
provisions of the Securities Act or any other federal or state securities
statutes, (iii) all necessary or advisable actions to register or qualify the
public offering at issue pursuant to federal securities statutes and the state
"blue sky" securities statutes of each jurisdiction that the Holder shall
reasonably request, and (iv) all other necessary or advisable actions to enable
the Holder to complete the contemplated disposition of the Warrant Shares in
each reasonably requested jurisdiction.




                               (d)           The Company shall keep the
Registration Statement to which this Section 7 applies, and all amendments
thereto, effective and current under the Securities Act for a period ending not
sooner than ninety (90) days after its initial effective date (excluding any
lock-up period) and cooperate with respect to all necessary or advisable
actions to permit the completion of the public sale or other disposition of the
Warrant Shares included therein.






 






4












 






                               (e)           The Company shall indemnify and hold
harmless the Holder and each underwriter within the meaning of the Securities
Act from and against all losses, claims, damages, and liabilities, including,
but not limited to, reasonable attorneys' fees and any and all expenses
reasonably incurred in investigating, preparing, defending or settling any
claim, arising from or relating to (i) any untrue or alleged untrue statement
of a material fact contained in the Registration Statement to which this
Section 7 applies, or (ii) any omission or alleged omission to state a material
fact necessary to make the statements contained in the Registration Statement
to which this Section 7 applies not misleading; provided, however, that the
indemnification continued in this clause shall not apply if the untrue
statement or omission, or alleged untrue statement or omission, was the result
of information furnished in writing to the Company by the Holder or underwriter
seeking indemnification expressly for use in the Registration Statement at
issue or was the result of oral representations made by the Holder or any
underwriter in connection with the sale of the Warrant Shares.




                7.3           Obligations of the Holder.




                                (a)           The Company's obligations contained
in this Section 7 shall be conditioned upon a timely receipt by the Company in
writing of the following:




                                                (i)            Information as to the terms of the
contemplated public offering furnished by and on behalf of the Holder intending
to make a public distribution of Warrant Shares; and 




                                                (ii)           Such other information as the Company
may reasonably require from the Holder, for inclusion in the Piggyback
Registration.




                                (b)           The Holder shall indemnify the Company and its officers,
directors and agent and any other selling stockholders and underwriter with
respect to an untrue statement of material fact or omission of material fact
which was the result of information furnished in writing to the Company by the
Holder and which was included in the Registration Statement.




                                (c)           The Holder acknowledges that the
Company, shall have no obligation to include the Warrant Shares in any
Piggyback Registration if the requested Warrant Shares then can be publicly
sold pursuant to Rule 144 under the Securities Act.




                                 (d)           The Holder represents and agrees:




                                                (i)
           that until such time as the
Holder shall have completed the distribution of his Warrant Shares covered by
the Registration Statement or until the remaining portion of such Warrant
Shares shall have been de-registered: (A) to abide by the anti-manipulative
rules under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including provisions of Regulation M as presently in effect or as
hereafter amended, promulgated under the Exchange Act; and (B) to effect no
transaction for the purpose of stabilizing the price of the Common Stock;
"stabilizing" is defined in Regulation M; and




                                                (ii)
          that upon written notification
from the Company that the final or other Prospectus to the Registration
Statement is in need of revision, or upon advice of counsel that no offers or
sales should then be made under the Registration Statement, (A) to cease to
offer or sell any Warrant Shares which must be accompanied by such Prospectus,
(B) to return all such Prospectuses to the Company, if requested, and (C) not
to offer or sell any Warrant Shares until provided with a current Prospectus
and the Company has given notification to resume offers and sales; provided,
that the Company shall use its best efforts to amend or supplement or to
reinstate the Registration Statement, as appropriate, as promptly as
practicable, and to provide the Holder with amended or supplemented
Prospectuses so offers and sales of the Warrant Shares may be resumed.




                8.             Replacement of Warrant.  Upon 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) upon delivery of
an indemnity agreement, and if requested by the Board of Directors, a bond in
an amount reasonably satisfactory to it, or (in the case of mutilation) upon
surrender and cancellation hereof, the Company will issue in lieu thereof a new
Warrant of like tenor.




               9.             Rights as a Warrant Holder.  The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or equity
except with respect to certificates representing Warrant Shares issued




 




5










 




upon exercise
of this Warrant. The rights of the Holder are limited to those expressed in
this Warrant and are not enforceable against the Company except to the extent
set forth herein. Prior to due presentment for transfer of this Warrant, the
Company may deem and treat the Holder as the absolute owner of this Warrant for
purposes of any exercise hereof and for all other purposes and such right of
the Company shall not be affected by any notice to the contrary.




                10.           Subdivision of Rights.  This Warrant (as well as any new warrant
issued pursuant to the provisions of this Section) is exchangeable upon the
surrender hereof by the Holder at the principal office of the Company for any
number of new warrants of like tenor and date representing in the aggregate the
right to subscribe for and purchase the Warrant Shares.




                11.           Sending of Notices.  All notices and other communications with
respect to this Warrant shall be in writing and sent by express mail or courier
service or by personal delivery, if to the Holder, to the address set forth at
the end of this Warrant, and if to the Company, to 11850 Jones Road, Houston,
Texas 77070, or to such other address as either party hereto may duly give to
the other.




                12.
          Headings. The headings in
this Warrant are for purposes of reference only and shall not limit or
otherwise affect the meaning of the terms hereof.




                13.           Change, Waiver, Discharge or
Termination. This Warrant sets forth the entire agreement between the
Company and the Holder with respect to the matters herein. Neither this Warrant
nor any term hereof may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought. The
Company shall not amend any other Warrant issued as part of this Series to make
terms thereunder more favorable to the Holder thereof without offering the same
amended terms to the Holder hereof.




                14.           Governing Law. This Warrant
shall be governed by, and construed in accordance with, the laws of the State
of Delaware.




	The Initial Holder:  	The
Company:
	 	NEXTGEN
COMMUNICATIONS CORP.
	________________________________	 
	Name:                                                            	 
	 	By:_______________________________ 

    Name:
                                                                

    Title:
                                                                     
	 	 
	 	 
	 	 
	Dated:    November
___, 2002	 






 

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EXHIBIT A


NOTICE OF EXERCISE


 


(To be executed by a Holder desiring to
exercise the right to purchase Warrant Shares pursuant to a Warrant.)




The undersigned Holder of a Warrant hereby:




                 (a)           Irrevocably elects to exercise the Warrant
to the extent of purchasing ________ Warrant Shares;




                 (b)           Tenders herewith payment of the
Exercise Price for those Warrant Shares in full in the form of (i) a wire
transfer, a certified or bank draft in the amount of $______, or (ii)
___________ shares of Common Stock as determined by the formula set forth in
Section 1.2 of the Warrant;




                (c)           Requests that a certificate for such
Warrant Shares be issued in the name of the undersigned, or, if the name and
address of some other person is specified below, in the name of such other
person (the Company shall not be obligated to issue the Warrant Shares in a
name other then the Holder's if, in the opinion of the Company's counsel, such
issuance would not comply with the federal or state securities laws or the
terms of this Warrant):




                ________________________________________




                ________________________________________




                ________________________________________


                (Name
and address of person other than the undersigned

                 
in whose name Warrant Shares are to be registered.)




                (d)           Requests, if the number of Warrant
Shares purchased are not all the Warrant
Shares purchasable pursuant to the
unexercised portion of the Warrant, that a new Warrant of like tenor for the
remaining Warrant Shares
purchasable pursuant to the Warrant be issued and delivered to the undersigned
at the address stated below.






 






	Dated:______________________     	 	 Signature:
	 	 	 (This
signature must conform in all respects to the name of the Holder as specified
on the face of the Warrant.)
	 	 	 
	
    
 

    	 	
    
 

    
	Social Security Number or

  Employer ID Number	 	Printed
Name 
	 	 	 
	 	 	Address:                                                       
    
	 	 	            
                                                           
    



 




 




Stock Warrant No.: 11/19/02-                






7




 



EXHIBIT B


ASSIGNMENT FORM


 


FOR VALUE RECEIVED, the undersigned,
_______________________, hereby sells, assigns and transfers unto:




Name: 
______________________________________


                (Please
type or print in block letters)




Address: 
_____________________________________




               _____________________________________






the right to purchase ________________ shares
(the "Warrant Shares") of Nextgen Communications Corporation (the "Company")
pursuant to the terms and conditions of the Warrant held by the
undersigned.  The undersigned hereby
authorizes and directs the Company (i) to issue and deliver to the above-named
assignee at the above address a new Warrant pursuant to which the rights to
purchase being assigned may be exercised, and (ii) if there are rights to
purchase Warrant Shares remaining pursuant to the undersigned's Warrant after
the assignment contemplated herein, to issue and deliver to the undersigned at
the address stated below a new Warrant evidencing the right to purchase the
number of Warrant Shares remaining after issuance and delivery of the Warrant
to the above-named assignee. Except for the number of Warrant Shares
purchasable, the new Warrant to be issued and delivered by the Company is to
contain the same terms and conditions as the undersigned's Warrant. This
Assignment is subject to receipt by the Company of such investment
representations by the assignee, as may be reasonably required under the
Securities Act of 1933, as amended. To complete the assignment contemplated by
this Assignment Form, the undersigned hereby irrevocably constitutes and appoints
___________________________________ as the undersigned's attorney-in-fact to
transfer the Warrant and the rights thereunder on the books of the Company with
full power of substitution for these purposes.






 






	Dated:______________________     	 	 Signature:
	 	 	 (This
signature must conform in all respects to the name of the Holder as specified
on the face of the Warrant.)
	 	 	 
	
    
 

    	 	
    
 

    
	Social Security Number or

  Employer ID Number	 	Printed
Name 
	 	 	 
	 	 	Address:                                                       
    
	 	 	            
                                                           
    



Stock Warrant No.: 11/19/02-             


8