Unassociated Document


     

    
      	No.
              ____________________ 	
               EXHIBIT
                C

            


    

     

    WARRANT

    To
      Purchase Common Stock

    of

    The
      Small Business Company, Inc.

     

    THIS
      CERTIFIES THAT, upon surrender of this Warrant at the office of the Company,
      in
      the City of San Diego, State of California, accompanied by payment as
      hereinafter provided, the registered owner of this Warrant, or assigns
      (“Holder”), is entitled to purchase at any time prior to the expiration of the
      Warrant Exercise Period (as hereinafter defined), but not thereafter,
      twenty-five thousand (25,000) shares of common stock (“Common Stock”) of The
      Small Business Company, Inc., a Delaware corporation (“Company”), as such Common
      Stock shall be constituted at the time of purchase, which shares have been
      duly
      authorized and set aside for issuance and will, upon such issuance, be fully
      paid and nonassessable, at the price of Twenty Cents ($0.20) per share, subject
      to the terms and provisions herein.

    


    This
      Warrant shall be exercisable in whole at any time or in part from time to time
      (provided that not less than Five Hundred (500) shares of Common Stock, or
      any
      integral multiple of such amount, shall be purchased upon any such partial
      exercise hereof), for a period of three (3) years, commencing (i) six months
      following the final delivery by the Company of Units sold pursuant to the
      Memorandum or (ii) upon the registration of this Warrant and the Common Stock
      issuable upon the exercise hereof under the Securities Act of 1933, as amended,
      and the securities or “blue sky” laws of any state in which the exercise or
      transfer of this Warrant is proposed to be effected, whichever first occurs
      (“Warrant Exercise Period”), only upon surrender of this certificate at the
      office of the Company in San Diego, California. Upon the expiration of the
      Warrant Exercise Period, this Warrant will expire and become void and of no
      value. No fractional shares will be issued upon the exercise
      hereof.

    


    This
      Warrant shall be registered at the office of the Company and is transferable
      only at said office by the registered Holder hereof or his duly authorized
      attorney upon surrender of this certificate, properly endorsed. 

     

    THIS
      WARRANT MAY NOT BE TRANSFERRED OR EXERCISED UNLESS SAID WARRANT AND THE SHARES
      OF COMMON STOCK ISSUABLE UPON THE EXERCISE THEREOF ARE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR
      ARE
      EXEMPT FROM SUCH REGISTRATION, OR SUCH TRANSFER OR EXERCISE (AND THE ISSUANCE
      OF
      COMMON STOCK PURSUANT TO SUCH EXERCISE) IS EXEMPT FROM REGISTRATION UNDER SUCH
      ACT AND SUCH LAWS. THE COMPANY WILL USE ITS BEST EFFORTS TO SO REGISTER OR
      QUALIFY THIS WARRANT, AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF,
      AND/OR TO SO REGISTER OR QUALIFY THE TRANSACTIONS PURSUANT TO WHICH SUCH
      SECURITIES ARE ISSUED OR TRANSFERRED, UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, AND THE SECURITIES LAWS OF THE JURISDICTIONS IN WHICH UNITS ARE SOLD;
      THE COMPANY MAY, IN ITS SOLE DISCRETION, ATTEMPT TO SO REGISTER OR QUALIFY
      SUCH
      SECURITIES IN JURISDICTIONS OTHER THAN THOSE IN WHICH UNITS ARE SOLD PURSUANT
      TO
      THE MEMORANDUM.

    


    The
      Holder of this Warrant shall not by virtue thereof have any rights of a
      stockholder of the Company or to notice of meetings of stockholders or of any
      other proceedings of the Company.

    


    Upon
      any
      adjustment of the number of shares of Common Stock which may be purchased upon
      the exercise of this Warrant and/or the purchase price per share, then in each
      such case the Company shall give written notice thereof, as herein below
      provided, which notice shall state the purchase price per share resulting from
      such adjustment and the increase or decrease, if any, in the number of shares
      of
      Common Stock purchasable at such price upon the exercise of this Warrant,
      setting forth in reasonable detail the method of calculation and the facts
      upon
      which such calculation is based.

    


    This
      Warrant is divisible on surrender, in which case a new Warrant or Warrants
      will
      be issued.

    


    If
      prior
      to the expiration of this Warrant, by exercise hereof or by its
      terms:

     

    
      
         

      

      
        C-1

        
          

        

      

      
         

      

    

     

    (a)
      The
      Company shall be recapitalized through the subdivision of its outstanding shares
      of Common Stock into a greater number of shares, or shall by exchange or
      substitution of or for its outstanding Common Stock or otherwise, reduce the
      number of such shares, then in each such case the number of shares deliverable
      upon the exercise of this Warrant shall be changed in proportion to such
      increase or decrease of the outstanding shares of such Common Stock of the
      Company, without any change in the aggregate payment by the Warrant Holder
      from
      the aggregate payment specified on the face of this Warrant.

    


    (b)
      A
      dividend shall be declared or paid at any time on the Common Stock of the
      Company in its Common Stock or in securities convertible into Common Stock
      of
      the Company, then in each such case the number of shares deliverable upon the
      exercise thereafter of this Warrant shall, without requiring any payment by
      the
      Warrant Holder in addition to the payment specified on the face hereof, be
      increased in proportion to the increase, through such dividend, in the number
      of
      outstanding shares of Common Stock of the Company. In the computation of the
      increased number of shares deliverable upon the exercise of this Warrant, any
      dividend paid or distributed upon the Common Stock in securities convertible
      into Common Stock shall be treated as a dividend paid in Common Stock to the
      extent that shares of Common Stock are issuable upon the conversion thereof.
      The
      obligations of the Company and the rights of the Holder hereof shall not be
      affected by the exercise of any conversion privileges heretofore granted to
      the
      holders of any of the stock or securities of the Company or of any other
      corporation.

    


    (c)
      The
      Company shall, at any time while any of the Warrants are outstanding, declare
      a
      dividend on its Common Stock, then in each such case the Company shall give
      notice in writing to the registered Holder of this Warrant, and such dividends
      so declared shall be made payable only to the stockholders of record on a date
      at least ten (10) days subsequent to the date of such notice, including stock
      issued pursuant to the exercise of such Warrants prior to such record
      date.

    


    (d)
      The
      Company shall be recapitalized by reclassifying its outstanding Common Stock
      into stock without par value, or the Company or a successor corporation shall
      consolidate or merge with, or convey all, or substantially all, of its or any
      successor corporation's property or assets to, any other corporation or
      corporations (any such corporation being included within the meaning of
“successor corporation” as hereinbefore used in the event of any consolidation
      or merger of such corporation with, or the sale of all, or substantially all,
      of
      the property or assets of such corporation to another corporation or
      corporations) then in each such case, as a condition of such recapitalization,
      consolidation, merger or conveyance, lawful and adequate provision shall be
      made
      whereby the Holder of each Warrant shall thereafter have the right to purchase,
      upon the basis and upon the terms and conditions specified in this Warrant,
      in
      lieu of the shares of Common Stock of the Company theretofore purchasable upon
      the exercise of this Warrant, such shares of stock, securities or other assets
      as may be issued or payable with respect to, or in exchange for, the number
      of
      shares of Common Stock of the Company theretofore purchasable upon the exercise
      of this Warrant had such recapitalization, consolidation, merger or conveyance
      not taken place; and in any such event the rights of the Warrant Holder to
      an
      adjustment of the number of shares of Common Stock purchasable upon the exercise
      of this Warrant as hereinbefore provided shall continue and be preserved in
      respect of any stock which the Warrant Holder becomes entitled to purchase.
      It
      shall be a condition of such consolidation, merger or conveyance that each
      successor corporation shall assume, in manner and form satisfactory to the
      Warrant Agent, the obligation to deliver to the Warrant Holder, upon the
      exercise of this Warrant, such shares of stock, securities or assets as, in
      accordance with the provisions of this Warrant, shall have been provided for
      such purpose. The Warrant Agent shall assume no liability for its exercise
      of
      discretion hereunder, other than for wilful wrongdoing.

    


    This
      Warrant shall be deemed to have been exercised, and the Holder exercising the
      same to have become a Common Stockholder of record of the Company, for the
      purpose of receiving dividends and for all other purposes whatsoever as of
      the
      date the Holder surrendered this Warrant accompanied by payment in cash, as
      herein provided. The Company agrees that, while this Warrant shall remain valid
      and outstanding, its stock transfer books shall not be closed for any purpose
      whatsoever, except under arrangements which shall insure to Holders exercising
      Warrants or applying for transfer of stock within five (5) days after the books
      shall have been reopened all rights and privileges which they might have had
      or
      received if the transfer books had not been closed and they had exercised their
      Warrants at any time during which such transfer books shall have been
      closed.

    


    Upon
      each
      increase or decrease in the number of shares of Common Stock of the Company
      deliverable upon the exercise of this Warrant, or in the event of changes in
      the
      rights of the Warrant Holders by reason of other events hereinbefore set forth,
      then, in each such case, the Company shall forthwith file with the Company
      a
      certificate executed by its President or one of its Vice Presidents, and
      attested by its Secretary or one of its Assistant Secretaries, stating the
      increased or decreased number of shares so deliverable and setting forth in
      reasonable detail the method of calculation and the facts upon which such
      calculation is based.

     

    
      
         

      

      
        C-2

        
          

        

      

      
         

      

    

    


    The
      Company covenants, at all times when Warrants are outstanding and in effect,
      to
      reserve, unissued, such number of shares of Common Stock as it may be required
      to deliver pursuant to the exercise of this Warrant, subject to consolidation,
      merger or sale, as set forth as hereinabove set forth.

    


    As
      used
      herein, the terms “Holder” “Warrant Holder” and “Holder of this Warrant” shall
      be construed to mean the registered holder hereof, and, in the case of any
      notice required by this Warrant to be given to the Warrant Holder, it shall
      be
      sufficient if mailed to the last known address of such Holder as the same
      appears on the books of the Company. 

    


    IN
      WITNESS WHEREOF, THE SMALL BUSINESS COMPANY, INC. has caused this Warrant to
      be
      signed in its corporate name by its President or a Vice President, manually
      or
      in facsimile, and its corporate seal or a facsimile to be imprinted hereon
      and
      attested by the manual or facsimile signature of its Secretary or an Assistant
      Secretary, as of the day and year first above written.

    


    
      	 	 	THE SMALL BUSINESS COMPANY,
              INC. 
	 	 	 
	 	 	By:
              ____________________________________ 
	 	 	
              President

            
	 	 	 
	[CORPORATE SEAL] 	 	 
	 	 	 
	 	 	Attest:_________________________________ 
	 	 	
              Secretary

            
	 	 	 


    

    


     


    
      
         

      

      
        C-3

        
          

        

      

      
         

      

    


    SUBSCRIPTION
      FORM

    (To
      be
      Executed Upon Exercise of Warrant)

    


    The
      undersigned, the Holder(s) or assignee(s) of such Holder(s) of the within
      Warrant, hereby (i) subscribes for shares of Common Stock which the undersigned
      is entitled to purchase under the terms of the within Warrant and (ii) tenders
      herewith the full exercise price of all shares subscribed for.

     

    Dated:______________________

    


    Number
      of
      Shares Subscribed For: ________________________________


    


    
      	 	 	 
	 	 	
              (Signature
                of Holder) 

            
	 	 	 
	 	 	 
	 	 	
              (Print
                or Type Name) 

            
	 	 	 
	 	 	 
	 	 	
               (Signature
                of Holder)

            
	 	 	 
	 	 	 
	 	 	
               (Print
                or Type
                Name)

            


    

     

     

    



    
      
         

      

      
        C-4

        
          

        

      

      
         

      

    

     

    ASSIGNMENT

    (To
      Be
      Executed By the Registered Holder to Effect

    a
      Transfer of the Within Warrant)

    


    


    FOR
      VALUE
      RECEIVED, the undersigned Warrant Holder(s) do(es) hereby sell, assign and
      transfer unto  
      the
      right to purchase common stock evidenced by this Warrant, and does hereby
      irrevocably constitute and appoint ______________________________ Attorney,
      to transfer the said right on the books of the Company, with full power of
      substitution.

    


    


    Dated:
      __________________

    


    Number
      of
      Shares assigned:______________________________

    
      


      
        	 	 	 
	 	 	
                (Signature
                  of Holder) 

              
	 	 	 
	 	 	 
	 	 	
                (Print
                  or Type Name) 

              
	 	 	 
	 	 	 
	 	 	
                 (Signature
                  of Holder)

              
	 	 	 
	 	 	 
	 	 	
                 (Print
                  or Type
                  Name)

              


      

       

       

      
        
           

        

        
          C-5