Exhibit
10.17


THE WARRANTS EVIDENCED BY THIS CERTIFICATE HAVE BEEN
ISSUED OR SOLD IN RELIANCE ON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT AND STATE
LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
STATE LAWS.


NUESTRA TARJETA DE
SERVICIOS, INC.


WARRANT AGREEMENT


                     , 20   


	
  Warrant Holder:                                

  	
   

  	
  No. of Shares:            

  



 


Nuestra Tarjeta de Servicios,
Inc. (the “Company”), hereby grants to the person identified above as the
Warrant Holder warrants (the “Warrants”) to purchase the number of shares of
common stock of the Company (“Common Stock” or “Shares”) set forth above.  Such Warrants are granted on the following
terms and conditions:


1.                                      Exercise of Warrants.  100% of the Shares subject to the Warrants
granted in this agreement (the “Warrant Agreement”) shall vest immediately
following the date of this Warrant Agreement. 
Exercise of the Warrants is subject to the following:


2.                                      Exercise Price.  The exercise price (the “Exercise Price”)
shall be $        per Share, subject to
adjustment pursuant to Section 2 below.


a)                                      Expiration of Warrant
Term. The Warrants will expire at 5:00 p.m. Eastern Standard Time on
the tenth anniversary of the
date of this Warrant Agreement, and may not be exercised thereafter (the “Expiration
Date”).


b)                                     Method of Exercise; Payment.  To the
extent that the Warrant has become and remains exercisable it may be exercised
by the Warrant Holder delivering to the Company a written notice of exercise
signed by the Warrant Holder, in substantially the form attached hereto as Exhibit A (a “Notice of Exercise”), together with, at the
option of the Warrant Holder: (i) a check payable to the Company in the amount
of the total purchase price for the Warrant Shares to be purchased pursuant to
the Notice of Exercise; (ii) with the consent of the Company, shares of Common
Stock duly endorsed for transfer to the Company and owned by the Warrant
Holder; (iii) with the consent of the Company, by authorization to the Company
to withhold shares of Common Stock otherwise issuable upon exercise of the
Warrant; or (iv) any combinations of (i), (ii) and (iii) of this Section
2(b).  In cases of exercise whereby the
Warrant Holder tenders Common Stock to the Company or otherwise withholds
Common Stock pursuant to provisions (ii) or (iii) of this Section 2(b), the
Fair Market Value (as defined below) on the date of exercise of the Common
Stock tendered to the Company or authorized to be withheld upon exercise of the
Warrant shall be credited against 












the Exercise Price of the Common Stock for which a Notice of Exercise
has been provided (however, the Company shall not be obligated to issue any
fractional shares or to make any cash payments in consideration of any excess
of the aggregate Fair Market Value of shares transferred or withheld over the
aggregate Exercise Price).


“Fair Market Value” on any date shall mean: (i) the closing
sales price of the Common Stock, regular way, on such date on the national
securities exchange having the greatest volume of trading in the Common Stock
during the  fiveday period preceding the
date the value is to be determined or, if such exchange was not open for
trading on such date, the next preceding date on which it was open; (ii) if the
Common Stock is not traded on any national securities exchange, the average of
the closing high bid and low asked prices of the Common Stock on the over-the-counter
market on the day such value is to be determined, or in the absence of closing
bids on such day, the closing bids on the next preceding day on which there
were bids; or (iii) if the Common Stock also is not traded on the over-the-counter
market, the fair market value as determined in good faith by the Board of
Directors (the “Board”) of the Company based on such relevant facts as may be
available to the Board, which may include, at the sole discretion and option of
the Board, opinions of independent experts, the price at which recent sales
have been made, the book value of the Common Stock, and the Company’s current
and future earnings.


Within 30 days after the exercise of the
Warrant as herein provided, the Company shall deliver to the Warrant Holder a
certificate or certificates for the Warrant Shares being issued in the name of
the Warrant Holder and in such denominations as are requested by the Warrant
Holder.


c)                                      Partial
Exercise.  In the
event of a partial exercise of the Warrants, the Company shall either issue a
new agreement for the balance of the Shares subject to this Warrant Agreement
after such partial exercise, or it shall conspicuously note hereon the date and
number of Shares purchased pursuant to such exercise and the number of Shares
remaining covered by this Warrant Agreement.


d)                                     Restrictions
on Exercise.  The
Warrants may not be exercised (i) if the issuance of the Shares upon such
exercise would constitute a violation of any applicable federal or state
securities or banking laws or other law or regulation or (ii) unless the holder
hereof obtains any approval or other clearance which the Company determines to
be necessary or advisable from the any state or federal regulatory agency with regulatory
authority over the operation of Company. 
The Company may require representations and warranties from the Warrant
Holder as required to comply with applicable laws or regulations, including the
Securities Act of 1933 and state securities laws.


3.                                      Anti-Dilution; Merger.


a)                                      If, prior to the termination of the Warrant as
provided in Section 2(a) hereof:



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(i)                                     The number of outstanding shares of common stock
of the Company is increased by a stock split, stock dividend, or other similar
event, the Exercise Price shall be proportionately reduced and the number of
Shares subject to Warrants that have not theretofore been purchased by the
Warrant Holder shall be proportionately increased.


(ii)                                  The number of outstanding shares of Common Stock
is decreased by a combination or reclassification of shares, or other similar
event, the Exercise Price shall be proportionately increased and the number of
Shares subject to Warrants that have not theretofore been purchased by the
Warrant Holder shall be proportionately reduced.


If any adjustment under this Section 3(a) would create a fractional
share of Common Stock or a right to acquire a fractional share of Common Stock,
such fractional share shall be disregarded. 
In lieu of any fractional Shares subject to Warrants to which the
Warrant Holder would otherwise be entitled, the Company shall make a cash
payment equal to the fair market value of such fractional Shares, as determined
in good faith by the board of directors of the Corporation.


b)                                     If, prior to the termination of the Warrant as
provided in Section 2(a) hereof, there shall be any merger, consolidation,
exchange of shares, recapitalization, reorganization, or other similar event,
as a result of which shares of Common Stock shall be changed into the same or a
different number of shares of the same or another class or classes of stock or
securities of the Company or another entity, then the Warrant Holder shall
thereafter have the right to purchase and receive upon the basis and upon the
terms and conditions specified in this Warrant and in lieu of the Shares
subject to this Warrant immediately theretofore purchasable and receivable upon
the exercise of the Warrant, such shares of stock and securities as may be
issued or payable with respect to or in exchange for the number of Shares
immediately theretofore purchasable and receivable upon the exercise of the
Warrant had such merger, consolidation, exchange of shares, recapitalization or
reorganization not taken place, and in any such case appropriate provisions shall
be made with respect to the rights and interests of the Warrant Holder to the
end that the provisions hereof (including, without limitation, provisions for
adjustment of the Exercise Price and of the number of shares purchasable upon
the exercise of the Warrant) shall thereafter be applicable, as nearly as may
be practicable in relation to any shares of stock or securities thereafter
deliverable upon the exercise hereof. 
The Company shall not effect any transaction described in this
subsection (b) unless the resulting successor or acquiring entity (if not the
Company) assumes by written instrument the obligation to deliver to the Warrant
Holder such shares of stock and securities as, in accordance with the foregoing
provisions, the Warrant Holder may be entitled to purchase.  The foregoing notwithstanding, in the event
of a merger or consolidation in which the Company is not the surviving entity,
if the Company concludes that it will be unable to satisfy the conditions of
this subsection (b) without a material adverse effect on the terms of such
proposed 



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transaction, then the Company shall have the option, prior to or
contemporaneously with the closing of such merger or consolidation, to purchase
the Warrant from the Warrant Holder at its then Fair Market Value.


4.                                      Valid Issuance of Common Stock.  The Company possesses the full authority and
legal right to issue, sell, transfer, and assign this Warrant and the Shares
issuable pursuant to this Warrant.  The
issuance of this Warrant vests in the holder the entire legal and beneficial
interests in this Warrant, free and clear of any liens, claims, and
encumbrances and subject to no legal or equitable restrictions of any kind
except as described herein.  The Shares
that are issuable upon exercise of this Warrant, when issued, sold and
delivered in accordance with the terms of this Agreement for the consideration
expressed herein, will be duly and validly issued, fully paid, and
non-assessable, and will be free of restrictions on transfer other than
restrictions under applicable state and federal securities.


5.                                      Investment Representation.  This
Agreement and the Warrants represented hereby were issued in reliance on an
exemption from registration under the Securities Act of 1933 (the “Act”) and
other applicable exemptions under state securities laws.  The Company’s reliance on such exemption is
predicated in part on the Warrant Holder’s representations set forth
herein.  As a condition to the issuance of Shares hereunder, the Warrant Holder
represents to the Company that the Shares Warrant Holder will acquire pursuant
to such exercise are being purchased for Warrant Holder’s own account for
investment purposes only and not with a present view to resale or a
distribution thereof.  The Warrant Holder
acknowledges that the Shares may be “restricted securities” as defined in the
Act and that such Shares may not be able to be resold unless such resale is
registered under the Act and applicable state securities laws or unless an
exemption is available.  The Warrant
Holder acknowledges that Warrant Holder has no rights to cause the registration
of the Shares.


6.                                      Restrictions
on Transferability.  This the
Agreement and the Warrants may not be assigned, transferred (except as provided
above), pledged, or hypothecated in any way (whether by operation of law or
otherwise) without the Company’s prior written consent and shall not be subject
to execution, attachment, or similar process. 
Any attempted assignment, transfer, pledge, hypothecation, or other
disposition of these Warrants contrary to the provisions hereof shall be
without legal effect.  The Shares
issuable on exercise of the Warrants may not be assigned or transferred by the
Warrant Holder without the Company’s prior written consent and, if so requested
by the Company, the delivery by the Warrant Holder to the Company of an opinion
of counsel in form and substance satisfactory to the Company stating that such
transfer or assignment is in compliance with the Act and applicable state
securities laws.


7.                                      Restrictive
Legend.  Each certificate for Shares issued upon exercise of the Warrant shall
bear a legend stating that they have not been registered under the Act or any
state securities laws and referring to the restrictions on transferability and
sale herein.


8.                                      Covenants of the Company.   During
the term of the Warrants, the Company shall:


a)                                      at all times authorize, reserve and keep
available, solely for issuance upon exercise of this Warrant, sufficient Shares
from time to time issuable upon exercise of this 



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Warrant;


b)                                     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 any indemnity
agreement or bond reasonably satisfactory in form and amount to the Company or,
in the case of mutilation, on surrender and cancellation of this Warrant, at
its expense execute and deliver, in lieu of this Warrant, a new Warrant of like
tenor; and


c)                                      on surrender for exchange of this Warrant or any
Warrant substituted therefor pursuant hereto, properly endorsed, to the
Company, at its expense, issue and deliver to or on the order of the holder
thereof a new Warrant or Warrants of like tenor, in the name of such holder or
as such holder (on payment by such holder of any applicable transfer taxes) may
direct, calling in the aggregate on the face or faces thereof for the issuances
of the number of shares of common stock issuable pursuant to the terms of the
Warrant or Warrants so surrendered.


9.                                      No Rights as a Shareholder.  The Warrant Holder shall not have any
interest in or shareholder rights with respect to any shares of Common Stock
which are subject to the Warrant until such shares have been issued and
delivered to the Warrant Holder in accordance with this Warrant.


10.                               Taxes.  As a
condition to the issuance of the Shares subject to this Warrant, the Company
may withhold, or require the Warrant Holder to pay or reimburse the Company
for, any taxes which the Company determines are required to be withheld under
federal, state or local law in connection with the exercise of the Warrant.


11.                               Amendment.  Neither this Agreement nor the
rights granted hereunder may be amended, changed or waived except in writing
signed by each party hereto.


12.                               Governing Law.  This
Warrant shall be governed by, and construed and enforced in accordance with,
the laws of the State of Georgia without regard to the principles of conflicts
of laws.


13.                               Entire Agreement.  This
Warrant and the related subscription agreement, investor questionnaire,
business plan of the Company, and Articles of Incorporation, as amended from
time to time, of the Company in the form filed with the Secretary of State of
the State of Georgia (collectively, the “Related Documents”) constitute the
full and entire agreement and understanding of the parties to this Warrant with
respect to the subjects hereof and thereof, and supersede all previous
discussions and agreements, if any, of the parties hereto.  No party shall be liable for or bound in any
other manner by any representations, warranties, covenants or agreements except
as specifically set forth in this Warrant and the Related Documents.


14.                               Severability.  The
provisions of this Warrant, and of each separate section and subsection, are
severable, and if any one or more provisions may be determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions, and any
unenforceable provision to the extent enforceable, shall nevertheless be
binding and enforceable.



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IN WITNESS WHEREOF, the Company has executed and the
holder has accepted this Warrant Agreement as of the date and year first above
written.


	
  

  	
  NUESTRA TARJETA DE SERVICIOS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Drew Edwards, CEO

  
	
  (CORPORATE SEAL)

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  WARRANT HOLDER:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  



 



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EXHIBIT A


NOTICE OF
EXERCISE


[DATE]


Nuestra Tarjeta de Servicios, Inc.

3350 Peachtree Road

Suite 1050

Atlanta, GA 30326

Attn:  President


	
  

  	
  Re:

  	
  Exercise of Stock Purchase Warrant

  	
   

  



 


Dear
Sir:


The
undersigned,                                 ,
pursuant to that certain Warrant Agreement, dated as of                     ,
20   , by and between Nuestra Tarjeta de Servicios, Inc. (the “Company”)
and the undersigned (the “Warrant”), hereby exercises the Warrant for                   
shares of Common Stock, subject to the terms and conditions of the Warrant. Accompanying
this Notice is: (i) a check in the amount of $                                
payable to the Corporation; (ii) following the Company’s written consent,                   
shares of the Company’s Common Stock presently owned by the undersigned and
duly endorsed or accompanied by stock transfer powers, having an aggregate Fair
Market Value (as defined in the Warrant) as of the date hereof of $                  ;
(iii) following the Company’s written consent, authorization to withhold                   
shares of Common Stock otherwise issuable upon exercise of the Warrant (which
authorization is given pursuant to my signature below); or (iv) any
combinations of (i), (ii) and (iii) of this Notice of Exercise, such
amounts or withholdings being equal, in the aggregate, to the Exercise Price
set forth in Section 2 of the Warrant multiplied by the number of shares of Common
Stock being acquired hereby (in each instance subject to appropriate adjustment
pursuant to Section 3 of the Warrant).


	
  

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name]

  	
   

  



 


 



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