Seychelle Form 10-SB Amend 1 Ex 10-K Place Warrant


    Exhibit
      10.K

    3-29-05
      

    


    500,000
      Warrants

    SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.

    COMMON
      STOCK PURCHASE WARRANTS

    (Void
      after 5:00 p.m. California time, December 1, 2008)

    


    Certificate
      Evidencing 500,000 Warrants 

    (One
      Warrant is required for the purchase of one share of Common Stock, 

    subject
      to adjustment as provided below)

    


    This
      is
      to certify that, for value received and subject to the conditions herein set
      forth, James Place, 39 Anjou, Newport Coast, CA 92657 (the "Warrantholder")
      is
      entitled to purchase, at any time after 9:00 a.m. California time on December
      1,
      2006 and in any event no later than 5:00 p.m. California time on December 1,
      2008 (the "Expiration Date"), such number of shares of Common Stock, $0.001
      par
      value, of Seychelle Environmental Technologies, Inc., a Nevada corporation
      (the
      "Company"), as shall equal the number of Warrants evidenced by this Certificate
      (such shares purchasable upon exercise of the Warrants are herein called the
      "Warrant Stock"), at $.225 per share. 

     

     

    The
      amount per share specified above, as adjusted from time to time pursuant to
      the
      provisions hereinafter set forth, is herein called the "Purchase
      Price."

     

     

    


     

    1.
      (a) If
      the Company shall, prior to the exercise of these Warrants, divide its
      outstanding shares of Common Stock by recapitalization, reclassification or
      split-up thereof, or if the Company shall declare a stock dividend or distribute
      shares of Common Stock to its stockholders, the number of shares of Common
      Stock
      purchasable upon exercise of these Warrants immediately prior to such
      subdivision shall be proportionately increased, and if the Company shall at
      any
      time combine the outstanding shares of Common Stock by recapitalization,
      reclassification or combination thereof, the number of shares of Common Stock
      purchasable upon exercise of these Warrants immediately prior to such
      combination shall be proportionately decreased. Any such adjustment to the
      number of shares shall be effective at the close of business on the effective
      date of such subdivision or combination or if any adjustment is the result
      of a
      stock dividend or distribution then the effective date for such adjustment
      based
      thereon shall be the record date therefor.

     

    (b)
      Whenever the number of shares of Common Stock purchasable upon the exercise
      of
      these Warrants is required to be adjusted as provided in this Section 1, the
      Purchase Price shall be adjusted (to the nearest cent) by multiplying such
      Purchase Price immediately prior to such adjustment by a fraction (x) the
      numerator of which shall be the number of shares of Common Stock purchasable
      upon the exercise of these Warrants immediately prior to such adjustment, and
      (y) the denominator of which shall be the number of shares of Common Stock
      so
      purchasable immediately thereafter. 

     

     

    (c)
      In
      case of any reclassification of the outstanding shares of Common Stock, other
      than a change covered by paragraph 1(a) hereof or which solely affects the
      par
      value of such shares of Common Stock, or in the case of any merger or
      consolidation of the Company with or into another corporation (other than a
      consolidation or merger in which the Company is the continuing corporation
      and
      which does not result in any reclassification or capital reorganization of
      the
      outstanding shares of Common Stock), or in the case of any sale or conveyance
      to
      another corporation of the property of the Company as an entirety or
      substantially as an entirety in connection with which the Company is dissolved,
      the holder of these Warrants shall have the right thereafter (until the
      expiration of the right of exercise of these Warrants) to receive upon the
      exercise thereof, for the same aggregate Purchase Price payable hereunder
      immediately prior to such event, the kind and amount of shares of stock or
      other
      securities or property receivable upon such reclassification, capital
      reorganization, merger or consolidation, or upon the dissolution following
      any
      sale or other transfer, which a holder of the number of shares of Common Stock
      of the Company would obtain upon exercise of these Warrants immediately prior
      to
      such event; and if any reclassification also results in a change in shares
      of
      Common Stock covered by paragraph 1(a), then such adjustment shall be made
      pursuant to both paragraph 1(a) and this paragraph 1(c). The provisions of
      this
      paragraph 1(c) shall similarly apply to successive reclassifications, or capital
      reorganization, mergers or consolidations, sales or other
      transfers.

     

     

    (d)
      When
      any adjustment is required to be made pursuant to this Section 1, the Company,
      upon the subsequent written request of any holder of the Warrants, shall
      promptly mail to said holder a certificate setting forth the Purchase Price
      after such adjustment and setting forth a brief statement of the facts requiring
      such adjustment. Such certificate shall also set forth, if applicable, the
      kind
      and amount of stock or other securities or property into which the Warrants
      shall be exercisable following the occurrence of any of the events
      specified.

     

     

    (e)
      The
      Company shall not be required upon the exercise of any of the Warrants evidenced
      hereby to issue any fraction of shares, but shall make any adjustment therefor
      in cash on the basis of the fair market value of any such fractional interest
      as
      it shall appear on the public market for such shares, or, if there is no public
      market for such shares, then as shall be reasonably determined by the
      Company.

     

     

    (f)
      The
      Company may at any time in its sole discretion, which shall be conclusive,
      make
      any change in the form of Warrant Certificate that the Company may deem
      appropriate and that does not affect the substance thereof; and any Warrant
      Certificate thereafter issued or signed, whether in exchange or substitution
      for
      an outstanding Warrant Certificate or otherwise, may be in the form as
      changed.

     

     

    2.
      The
      Company agrees that (i) a number of shares of Common Stock sufficient to provide
      for the exercise of all outstanding Warrants upon the basis hereinbefore set
      forth shall at all times during the term of said Warrants be reserved for the
      exercise thereof, (ii) it shall from time to time, in accordance with the laws
      of the State of Nevada, increase the authorized number of shares of its Common
      Stock if at any time the number of shares of Common Stock remaining unissued
      and
      available for issuance shall not be sufficient to permit exercise of these
      Warrants, and (iii) during the term of the Warrants it will keep current in
      filing all forms and other materials, if any, required to be filed with the
      Securities and Exchange Commission pursuant to the Securities Act of 1933,
      as
      amended (the "Securities Act") and the Securities Exchange Act of 1934, as
      amended.

     

     

    3.
      Exercise may be made of all or any part of the Warrants evidenced by this
      Certificate by surrendering it, with the purchase form provided for herein
      duly
      executed by the registered owner hereof, at the office of the Company, currently
      located at 33012 Calle Perfecto 
      San Juan
      Capistrano, California 92675, or at such other office or agency as the Company
      may designate, accompanied by payment in full, of the Purchase Price payable
      in
      respect of the Warrants being exercised as follows: (i) by payment in cash
      or by
      certified or official bank check, or (ii) with prior approval by the board
      of
      directors, and only with such prior approval, by any combination of payment
      by
      means described in (i) above and payment in the form of a promissory note with
      a
      maximum of a two year term, bearing interest at the prime rate of interest
      as
      reported by Bank of America in San Francisco, California, from time to time,
      plus one percent (1%) and the collateral and terms for which, as determined
      at
      the sole discretion of the board of directors, shall consist of the Common
      Stock
      issued at the time of the exercise; provided that with respect of the exercise
      of any of the Warrants evidenced by this Certificate, payment by the means
      described in (i) above must be made for an amount equal to at least the par
      value of the Common Stock of the Company multiplied by the number of shares
      of
      Warrant Stock issued upon exercise. If less than all of the Warrants evidenced
      by any Certificate are exercised, the Company will, upon such exercise, execute
      and deliver to the registered owner hereof a new certificate (dated the date
      hereof) evidencing the Warrants not so exercised.

     

     

    4.
      By
      acceptance of this Warrant Certificate the Warrantholder hereby represents,
      warrants and acknowledges to the Company as follows:

     

     

    (a)
      The
      Warrantholder acknowledges that the purchase, if made, of the Warrant Stock
      involves a high degree of risk and further acknowledges that he can bear the
      economic risk of the acquisition of the Warrant Stock, including the total
      loss
      of his investment.

     

     

    (b)
      By
      reason of his business and financial experience, the Warrantholder has the
      capacity to protect his own interests in this transaction and is acquiring
      (and
      will acquire) the Warrant Stock for his own account and not with a view to
      distribution.

     

     

    (c)
      The
      Warrantholder understands that no federal or state agency has passed on or
      made
      any recommendation or endorsement of the Warrants and/or the Warrant
      Stock.

     

     

    5. (a)
      The
      exercise of the Warrants and the issuance of Warrant Stock upon such exercise
      shall be subject to compliance by the Company and the Warrantholder with all
      applicable requirements of law relating thereto and with all applicable
      regulations of any stock exchange on which shares of the Company's Common Stock
      may be listed at the time of such exercise and issuance.

     

     

    (b)
      In
      connection with and as a condition to the exercise of the Warrants, the
      Warrantholder shall execute and deliver to the Company such representations
      in
      writing as may be requested by the Company in order for it to comply with the
      applicable requirements of federal and state securities laws. 

     

     

    6.
      All
      shares of Common Stock or other securities delivered upon the exercise or
      conversion of the Warrants evidenced hereby shall be validly issued, fully
      paid
      and nonassessable.

     

     

    7.
      This
      Certificate and the Warrants evidenced hereby shall be nontransferable by the
      Warrantholder, except to the Warrantholder's heirs or legatees. In the event
      of
      the Warrantholder's death, the Warrantholder's administrator or executor shall
      give notice of said transfer to the Company, which notice shall contain a
      request that the Company reissue the certificate or certificates evidencing
      the
      Warrants to reflect said transfer upon surrender of the certificate evidencing
      the Warrants being so transferred.

     

     

    8.
      The
      Warrantholder shall not, by virtue of ownership of Warrants, be entitled to
      any
      rights whatsoever of a shareholder of the Company.

     

     

    9.
      This
      Certificate and these Warrants shall be governed by and construed and
      interpreted in accordance with the internal laws of the State of California.
      All
      disputes arising hereunder shall be tried in federal or state court located
      in
      Orange County, California (the parties hereby submitting to the exclusive
      personal jurisdiction of and exclusive venue in such courts) and the parties
      agree that their remedies at law hereunder are adequate and
      exclusive.

     

     

    10.
      Notice pursuant to these Warrants shall be sufficiently given, if sent by
      first-class mail, postage pre-paid, addressed, if to the Warrantholder, to
      such
      holder at his last known address as it shall appear in the records of the
      Company, and if to the Company, at 33012 Calle Perfecto 
      San Juan
      Capistrano, California 92675, Attn.: Secretary. The parties may alter the
      addresses to which communications are to be sent hereunder by giving notice
      of
      such change of address to the other party in conformity with the provisions
      of
      this Section for the giving of notice.

     

     

    11.
      Subject to the restrictions on transfer contained in Section 7 hereof, all
      the
      terms and provisions of these Warrants shall be binding upon and inure to the
      benefit of and be enforceable by the successors and assigns of the parties
      hereto.

     

        12.
      No
      amendment, modification, or supplement of this Certificate shall be binding
      unless executed in writing and signed by the Company and the
      Warrantholder.

     

     

     

    Executed
      as of March 29, 2005 in San Juan Capistrano, California.

     

    


    SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.

    


    


    By:
      _________________________________ 

    Carl
      Palmer

    Chief
      Executive Officer 

    


    


    



    
      
         

        


         

      

      
         

        
          

        

      

      
         

      

    


    


    SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.

    


    SUBSCRIPTION
      FORM

    


    To
      be
      Executed by the Warrantholder In Order to Exercise Warrants

    


     

    
      	
              o

            	
              I
                hereby deliver $ ______ and irrevocably elect to exercise _______
                Common
                Stock Purchase Warrants represented by this Warrant Certificate,
                and to
                purchase the securities issuable upon the exercise of such Common
                Stock
                Purchase Warrants.

            


    

     

     

    


     

     

    o I
      hereby
      deliver $ ______ and a promissory note, the terms of which have been approved
      by
      the Board of Directors of the Company, in the principal amount of $_________
      and
      irrevocably elect to exercise _________ Common
      Stock Purchase Warrants represented by this Warrant Certificate, and to purchase
      the securities issuable upon the exercise of such Common Stock Purchase
      Warrants.

     

    


    The
      certificates for the securities to be acquired shall be issued (bearing the
      appropriate legends) in the name of:

    


    (Please
      Insert Name and Social Security or Other Identifying Number)

    


    


    


    and
      be
      delivered to

    


    


    


    and
      if
      such number of Common Stock Purchase Warrants shall not be all of the Common
      Stock

    Purchase
      Warrants held by the Warrantholder, that a new Warrant Certificate for the
      balance of

    such
      Common Stock Purchase Warrants be registered in the name of, and delivered
      to,
      the

    Warrantholder
      at the address stated below.

    Date

     

    Name
      (printed)

     

     

    Signature

     

     

    Address

     

     

    Social
      Security No.