EXHIBIT 10.1




 




NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS
WARRANT WERE ISSUED IN A REGISTERED TRANSACTION UNDER THE SECURITIES ACT OF
1933 (AS AMENDED, THE "SECURITIES ACT").  THE SECURITIES EVIDENCED HEREBY MAY
NOT BE TRANSFERRED WITHOUT (i) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
THAT SUCH TRANSFER MAY BE LAWFULLY MADE WITHOUT REGISTRATION UNDER THE
SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAW; OR (ii) SUCH
REGISTRATION.


 


 


 


WARRANT TO PURCHASE SHARES OF
COMMON STOCK






BLACKSTAR ENTERPRISE GROUP, INC.






            Warrant
No. _____ - 1


 


            THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK
("WARRANT") CERTIFIES THAT, for value received, ______________________("Holder"),
is entitled to subscribe for and purchase from BlackStar Enterprises Group,
Inc. (the "Company"), a corporation organized and existing under the laws of
the State of Delaware, at the Warrant Exercise Price specified below during the
exercise period specified below to and including August 30, 2019 (the
"Expiration Date") ________________ fully paid and non-assessable shares of
Common Stock, $0.001 par value per share, of the Company (the "Common Stock")
(subject to vesting and adjustment as noted below).    




            The exercise
price of this Warrant (subject to adjustment as noted below) shall be five
cents ($0.05) per share (the "Warrant Exercise Price").  This Warrant was
issued on August 30, 2016.




            This Warrant
is subject to the following provisions, terms, and conditions:




1.         Vesting and Exercise. 



(a)        This Warrant shall be exercisable at any time, as to the amount
of then Vested Shares (as defined below) or any portion thereof, by the
registered Holder by payment of the Warrant Exercise Price per share in
immediately available funds to the Company at any time prior to 5:00 p.m., Colorado
time, on the Expiration Date.




(b)        The number of shares of Common Stock for which this Warrant
shall be exercisable at any time (the "Vested Shares") shall be determined as
follows: the amount of Vested Shares from and after the date of issuance set
forth above shall be______________. 




(c)        In addition to and without
limiting the rights of the Holder under the terms of this Warrant, the Holder
may elect to surrender this Warrant or any portion thereof for the purchase of
Vested Shares of Common Stock, the aggregate value of which shares shall be
equal to the amount by which the fair market value per share exceeds the Warrant
Exercise Price per share times the number of Warrants surrendered (a "Cashless
Exercise").  To exercise this Warrant by Cashless 







Exercise, the Holder shall surrender this Warrant at the principal office of
the Company together with notice of the Holder's intention to utilize the
Cashless Exercise procedure, in which event the Company shall issue to the
Holder the number of shares of the Company's Common Stock computed using the
following formula:




X = PY (A-B)


    A


                                    Where:       




X 
= The number of shares of Common Stock to be issued to the Holder.


P 
=  The percentage of Vested Shares underlying this Warrant being exercised.


Y
= The number of Vested Shares purchasable under this Warrant.


A = The fair market value of one share of the
Company's Common Stock, as quoted on the over-the-counter bulletin board, or
its successor, at the close of trading on the last trading day preceding the
date of exercise; or if not so quoted, at a price determined by a reputable
investment banker selected by Holder and reasonably acceptable to the Company.


 B 
= Exercise Price.




2.         Representations and
Warranties.  The Company represents and warrants that:


(a)        the Company has all requisite
power and authority to execute, issue and perform this Warrant and to issue the
Common Stock; 


(b)        this Warrant has been duly authorized by all necessary corporate
action, has been duly executed and delivered, and is a legal and binding
obligation of the Company; 


(c)         all shares which may be issued upon the exercise of the rights
represented by this Warrant according to the terms hereof or represented by the
Common Stock will, upon issuance, be duly authorized and issued, fully paid,
and nonassessable; and


(d)        during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized, and
reserved for the purpose of issue or transfer upon exercise of the subscription
rights evidenced by this Warrant, a sufficient number of shares of its Common
Stock to provide for the exercise of the rights represented by this Warrant.





3.         Adjustments.  





(a)        In case the Company shall


(i)         declare a dividend upon the Common Stock payable in Common
Stock (other than a dividend declared to effect a subdivision of the
outstanding shares of Common Stock, as described in subparagraph (b)
below) or any obligations or any shares of stock of the Company which are
convertible into or exchangeable for Common Stock (such obligations or shares
of stock being hereinafter referred to as "Convertible Securities"), or in any
rights or options to purchase any Common Stock or Convertible Securities, or


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(ii)        declare any other dividend or make any other distribution upon
the Common Stock payable otherwise than out of earnings or earned surplus, 


then thereafter
the holder of this Warrant upon the exercise hereof will be entitled to receive
the number of shares of Common Stock to which such holder shall be entitled
upon such exercise, and, in addition and without further payment therefor, such
number of shares of Common Stock, such that upon exercise hereof, such holder
would receive as a result of each dividend described in clause (i) above
and each dividend or distribution described in clause (ii) above which
such holder would have received by way of any such dividend or distribution if,
continuously since the record date for any such dividend or distribution, such
holder (x) had been the record holder of the number of shares of Common
Stock then received, and (y) had retained all dividends or distributions
in stock or securities (including Common Stock or Convertible Securities, or in
any rights or options to purchase any Common Stock or Convertible Securities)
payable in respect of such Common Stock or in respect of any stock or
securities paid as dividends or distributions and originating directly or
indirectly from such Common Stock.  For the purposes of the foregoing, a
dividend or distribution other than in cash shall be considered payable out of
earnings or surplus only to the extent that such earnings or surplus are
charged an amount equal to the fair value of such dividend as determined by the
Board of Directors of the Company.




(b)        In case the Company shall at any time subdivide its outstanding
shares of Common Stock into a greater number of shares, the number of shares
subject to this Warrant immediately prior to such subdivision shall be
proportionately increased, and conversely, in case the outstanding shares of
Common Stock of the Company shall be combined into a smaller number of shares,
the number of shares subject to this Warrant immediately prior to such
combination shall be proportionately reduced.  




(c)        If any capital reorganization or reclassification of the capital
stock of the Company, consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities, or assets with respect to or in
exchange for Common Stock, then, as a condition of such reorganization,
reclassification, consolidation, merger, or sale, lawful and adequate provision
shall be made whereby the holder hereof 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 of the Common Stock of the
Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented hereby, such shares of stock, securities or assets as
may be issued or payable with respect to or in exchange for a number of
outstanding shares of such Common Stock equal to the number of shares of such
stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented hereby had such reorganization, reclassification,
consolidation, merger, or sale not taken place, and in any such case
appropriate provision shall be made with respect to the rights and interests of
the holder of this Warrant to the end that the provisions hereof (including
without limitation provisions for adjustments of the Warrant Exercise Price and
of the number of shares purchasable upon the exercise of this Warrant) shall
thereafter be applicable, as nearly as may be, in relation to any shares of
stock, securities, or assets thereafter deliverable upon the exercise hereof.



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(d)        If the Company issues or grants any rights or options to
subscribe for or to purchase shares of Common Stock at a price per share of
Common Stock less than both of (I) the Warrant Exercise Price, and (II) the
then-current Market Price (as defined below) per share of Common Stock, then
the total number of shares of Common Stock issuable upon exercise of this
Warrant shall be increased by an amount determined by multiplying (I) the
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such adjustment by (II) an amount determined by dividing (i)
the number of shares of Common Stock underlying the rights or options giving
rise to such adjustment by (ii) the total number of shares of Common Stock then
outstanding.


(e)        Upon each adjustment in the number of shares the holder is
entitled to purchase upon exercise of this Warrant, the Warrant Exercise Price
hereunder shall be appropriately adjusted such that the Holder shall hold
Warrants entitling Holder to purchase the number of shares as so adjusted for
an aggregate Warrant Exercise Price equal to the aggregate Warrant Exercise
Price in effect immediately prior to such adjustment.  Upon any adjustment of
the shares purchasable upon exercise of this Warrant, the number of Vested
Shares determined in accordance with 1(b) (and the calculations therein with
respect to the number of Vested Shares ) shall be adjusted pro rata to reflect
such adjustments to the total number of shares purchasable upon exercise of
this Warrant.




(f)         In case any time:




(i)         any of the adjustments required
by 3(a) through (e) occur;




(ii)        the Company shall make any distribution (other than regular
cash dividends) to the holders of its capital stock;




(iii)       the Company shall offer for subscription pro rata to the
holders of its capital stock any additional shares of stock of any class or
other rights; or




(iv)       there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;




then, in any one or more
of said cases, the Company shall give written notice, by first-class mail,
postage prepaid, addressed to the registered holder of this Warrant at the
address of such holder as shown on the books of the Company, of the date on
which (x) the books of the Company shall close or a record shall be taken for
such dividend, subdivision, distribution, or subscription rights, or (y) such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, or conversion or redemption shall take place, as the
case may be.  Such notice shall also specify the date as of which the holders
of capital stock of record shall participate in such dividend, distribution, or
subscription rights, or shall be entitled to exchange their capital stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, or conversion or redemption, as the case may be.  Such written
notice shall be given at least ten (10) days prior to the action in question
and not less than ten (10) days prior to the record date or the date on which
the Company's transfer books are closed in respect thereto.


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(g)        No fractional shares of Common Stock shall be issued upon the
exercise of this Warrant, but, instead of any fraction of a share which would
otherwise be issuable, the Company shall pay a cash adjustment (which may be
effected as a reduction of the amount to be paid by the holder hereof upon such
exercise) in respect of such fraction in an amount equal to the same fraction
of the Market Price per share of Common Stock as of the close of business on
the date of the notice required by Section 3(e).  "Market Price" shall mean, if
the Common Stock is traded on a securities exchange or on the NASDAQ System,
the average of the closing prices of the Common Stock on such exchange or the
NASDAQ System on the twenty (20) trading days ending on the trading day prior
to the date of determination, or, if the Common Stock is otherwise traded in
the over‐the‐counter market, the average of the closing bid prices
on the twenty (20) trading days ending on the trading day prior to the date of
determination.  If at any time the Common Stock is not traded on an exchange or
the NASDAQ System, or otherwise traded in the over-the-counter market, the
Market Price shall be deemed to be the higher of


(i)         the book value thereof as determined by any firm of independent
public accountants of recognized standing selected by the Board of Directors of
the Company as of the last day of any month ending within sixty (60) days
preceding the date as of which the determination is to be made, or 


(ii)        the fair value thereof determined in good faith by the Board of
Directors of the Company as of a date which is within fifteen (15) days of the
date as of which the determination is to be made.




4.         No Voting Rights.  This Warrant shall not entitle
the Holder hereof to any voting rights or other rights as a stockholder of the
Company.




5.         Restrictions on Transfer.  This Warrant and the
shares of Common Stock issued or issuable through the exercise of this Warrant
are "restricted securities" under the Securities Act of 1933 (the "Securities
Act") and the rules and regulations promulgated thereunder and may not be sold,
transferred, pledged, or hypothecated without such transaction being registered
under the Securities Act and applicable state laws or the availability of an
exemption therefrom that is established to the satisfaction of the Company; a
legend to this effect shall appear on this Warrant and, unless the issuance is
a registered transaction, on all shares of Common Stock issued upon the
exercise hereof.  The holder of this Warrant, by acceptance hereof, agrees to
give written notice to the Company before transferring this Warrant or
transferring any Common Stock issuable or issued upon the exercise hereof of
such holder's intention to do so, describing briefly the manner of any proposed
transfer of this Warrant or such holder's intention as to the disposition to be
made of shares of Common Stock issuable or issued upon the exercise hereof. 
Such holder shall also provide the Company with an opinion of counsel
satisfactory to the Company to the effect that the proposed transfer of this
Warrant or disposition of shares may be effected without registration or
qualification (under any federal or state law) of this Warrant or the shares of
Common  


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Stock issuable or issued upon the exercise hereof.  Upon receipt of such
written notice and opinion by the Company, such holder shall be entitled to
transfer this Warrant, or to exercise this Warrant in accordance with its terms
and dispose of the shares received upon such exercise or to dispose of shares
of Common Stock received upon the previous exercise of this Warrant, all in
accordance with the terms of the notice delivered by such holder to the
Company, provided that an appropriate legend respecting the aforesaid
restrictions on transfer and disposition may be endorsed on this Warrant or the
certificates for such shares.




6.         Transfer Procedures.  Subject to the provisions of
Section 5, this Warrant and all rights hereunder are transferable, in whole or
in part, at the principal office of the Company by the holder hereof in person
or by duly authorized attorney, upon surrender of this Warrant properly
endorsed.  Each taker and holder of this Warrant, by taking or holding the same,
consents and agrees that the bearer of this Warrant, when endorsed, may be
treated by the Company and all other persons dealing with this Warrant as the
absolute owner hereof for any purpose and as the person entitled to exercise
the rights represented by this Warrant, or to the transfer hereof on the books
of the Company, any notice to the contrary notwithstanding; but until such
transfer on such books, the Company may treat the registered holder hereof as
the owner for all purposes.




7.         Registration Rights.



(a)        If at any time the Company proposes to register the sale of
shares of Common Stock (whether for itself or any of its security holders)
under the Securities Act and the registration form to be used may be used for
the registration of shares underlying this Warrant (a "Piggyback
Registration"), the Company shall give prompt written notice to the Holder
of its intention to effect such a registration and, subject to Section 7(b)
below, shall include in such registration all shares of Common Stock underlying
this Warrant with respect to which the Company has received Holder's written
request for inclusion in such registration, provided that such request must be
received by Company within 20 days after the date of the Company's notice to
Holder. The Registration Expenses in all Piggyback Registrations shall be paid
by the Company.




(b)        If a Piggyback Registration is an underwritten primary
registration on behalf of the Company or a successor, and the managing
underwriters advise the Company in writing that in their opinion the number of
shares of Common Stock requested to be included in such registration exceeds
the number which can be sold in such offering without adversely affecting the
marketability of the offering, the Company shall exclude from such
registrations the excess amount of shares of Common Stock, and shall include in
such registration (i) first, the securities the Company proposes to sell; (ii)
second, shares of Common Stock requested to be included in such registration by
the holders of all securities of the Company having registration rights,
prorata among the owners of such securities on the basis of the number of
shares of Common Stock or equivalent shares of Common Stock owned by each such
owner, and (iii) third, other securities requested to be included in such
registration, in the Company's discretion.




(c)        Whenever the Holder has requested that
any shares of Common Stock underlying this Warrant be registered pursuant to
this Section 7, the Company shall use its best efforts to effect the
registration and the sale of such shares in accordance with the intended method
of disposition thereof, and pursuant thereto the Company shall as expeditiously
as possible:


-6- 






(i)         notify the Holder of the effectiveness of each registration
statement filed hereunder and prepare and file with the Securities and Exchange
Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than 180 days and
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;


(ii)        furnish the Holder such number of copies of such registration
statement, each amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary prospectus) and such
other documents as such seller may reasonably request in order to facilitate
the disposition of the shares of Common Stock underlying this Warrant;


(iii)       use its best efforts to register or qualify the shares of
Common Stock underlying this Warrant under such other securities or blue sky
laws of such jurisdictions as Holder reasonably requests and do any and all
other acts and things which may be reasonably necessary or advisable to enable
Holder to consummate the disposition in such jurisdictions of the shares of
Common Stock underlying this Warrant (provided that the Company shall not be
required to (A) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subsection, (B) subject
itself to taxation in any such jurisdiction or (C) consent to general service
of process in any such jurisdiction); 


(iv)       notify Holder, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such registration
statement contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading, whereupon Holder shall
cease distributing any shares of Common Stock until, at the request of Holder,
the Company shall prepare a supplement or amendment to such prospectus so that,
as thereafter delivered to the purchasers of such shares of Common Stock, such
prospectus shall not contain an untrue statement of a material fact or omit to
state any fact necessary to make the statements therein not misleading; and


-7- 





(v)        use its best efforts to comply with all applicable rules and
regulations of the Securities and Exchange Commission, and in the event of the
issuance of any stop order suspending the effectiveness of a registration
statement, or of any order suspending or preventing the use of any related
prospectus or suspending the qualification of any equity securities included in
such registration statement for sale in any jurisdiction, the Company shall use
its best efforts promptly to obtain the  withdrawal of such order.




(d)        All expenses incident to the Company's performance of or
compliance with this Section 7, including without limitation all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, NASD fees, printing expenses, messenger and delivery expenses, fees and
disbursements of custodians, and fees and disbursements of counsel for the Company
and all independent certified public accountants, fees (up to $5,000) and
disbursements of one counsel for the Holder, underwriters (excluding discounts
and commissions) and other persons retained by the Company (all such expenses
being herein called "Registration Expenses"), shall be borne by the
Company as provided in this Section 7.




(e)        The Company agrees to indemnify, to the extent permitted by law,
Holder, its officers and directors and each person who controls Holder (within
the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses caused by any untrue or alleged untrue statement of
material fact contained in any registration statement filed by the Company,
prospectus prepared by the Company or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by Holder expressly for use
therein or by Holder's failure to deliver a copy of the registration statement
or prospectus or any amendments or supplements thereto after the Company has
furnished Holder with a sufficient number of copies of the same. In connection
with an underwritten offering, the Company shall indemnify such underwriters,
their officers and directors and each person who controls such underwriters
(within the meaning of the Securities Act) to at least the same extent as
provided above with respect to the indemnification of the Holder issued by the
Company.




(f)         In connection with any registration statement in which Holder
is participating, each Holder shall furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to the
extent permitted by law, shall indemnify the Company, its directors and
officers and each person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses
resulting from any untrue or alleged untrue statement of material fact
contained in the  registration statement, prospectus or preliminary prospectus
or any amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished
in writing by Holder.


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(g)        Any person entitled to indemnification under this Section 7
shall (i) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to
give prompt notice shall not impair any person's right to indemnification
hereunder to the extent such failure has not prejudiced the indemnifying party)
and (ii) unless in such indemnified party's reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist with
respect to such claim, permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party. If
such defense is assumed, the indemnifying party shall not be subject to any
liability for any settlement made by the indemnified party without its consent.
An indemnifying party who is not entitled to, or elects not to, assume the
defense of a claim shall not be obligated to pay the fees and expenses of more
than one counsel for all parties  indemnified by such indemnifying party with
respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any
other of such indemnified parties with respect to such claim.




(h)        The indemnification provided for under this Section 7 shall
remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person
of such indemnified party and shall survive the transfer of securities. In
order to provide for contribution in any case in which either (i) Holder makes
a claim for indemnification pursuant to this Section 7 but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 7 provides for indemnification in
such case, or (ii) contribution under the Securities Act may be required on the
part of Holder in circumstances for which indemnification is provided under this
Section 7; then, in each such case, the Company and Holder will contribute to
the aggregate losses, claims, damages or liabilities which they would otherwise
be obligated to indemnify under Sections 7(e) and 7(f) (after contribution from
others) in such proportions so that Holder is responsible for the portion of
such aggregate losses, claims, damages or liabilities represented by the
percentage that the public offering price of its shares of Common Stock offered
by the registration statement bears to the public offering price of all
securities offered by such registration statement, and the Company is
responsible for the remaining portion; provided, however, that, no person or
entity guilty of fraudulent misrepresentation, within the meaning of Section 11(f)
of the Securities Act, shall be entitled to contribution from any person or
entity who is not guilty of such fraudulent misrepresentation.




(i)         Holder may not participate in any registration under this
Section 7 which is underwritten unless Holder (i) agrees to sell Holder's
shares of Common Stock on the basis provided in any underwriting arrangements
approved by the Company and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements. 


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8.         Miscellaneous.




(a)        Notices, Etc.  All
notices and other communications required or permitted hereunder shall be in
writing and shall be mailed by registered or certified mail, postage prepaid,
by facsimile transmission or electronic mail, or otherwise delivered by hand or
by messenger, addressed 


(i)         if to a holder of this Warrant, at such holder's address set
forth on the books of the Company, or at such other address as such holder
shall have furnished to the Company in writing; or 


(ii)        if to the Company, one copy should be sent to the Company's
current address at 1783 Dogwood Street, Louisville, Colorado 80027, or at such
other address as the Company shall have designated by notice.


Each such notice
or other communication shall for all purposes of this Agreement be treated as
effective or having been given when delivered if delivered personally; if sent
by first class, postage prepaid mail, at the earlier of its receipt or seventy-two
(72) hours after the same has been deposited in a regularly maintained
receptacle for the deposit of the United States mail, addressed and mailed as
aforesaid; or, if sent by facsimile transmission or electronic mail as of the
date delivery is confirmed by the sender's equipment.




(b)        Severability.  If any provision of this Agreement
shall be held to be illegal, invalid, or unenforceable, such illegality,
invalidity, or unenforceability shall attach only to such provision and shall
not in any manner affect or render illegal, invalid, or unenforceable any other
provision of this Agreement, and this Agreement shall be carried out as if any
such illegal, invalid, or unenforceable provision were not contained herein.


(c)        Governing Law.  This Warrant will be governed in
accordance with federal law to the extent applicable and by the internal law,
not the law of conflicts, of the State of Colorado.






            IN WITNESS WHEREOF,
Blackstar Enterprise Group, Inc Inc.
has caused this Warrant to be signed by its duly authorized officer and dated
as of  _____________,2016.




 BLACKSTAR ENTERPRISE GROUP, INC.






 By
_______________________________________ 


Title:____________________________________



 -10- 






SUBSCRIPTION FORM




To be Executed by the Holder of this Warrant if
such Holder


Desires to Exercise this Warrant in Whole or in
Part:






To:       BLACKSTAR ENTERPRISE GROUP,  INC. (the "Company")






            The
undersigned _____________________________________ (Social Security number or
taxpayer identification number of Subscriber: _______________________________)
hereby irrevocably elects to exercise the right of purchase represented by this
Warrant for, and to purchase thereunder, ___________ shares of the Common Stock
(the "Common Stock") provided for therein and tenders payment herewith to the
order of the Company in the amount of $___________, such payment being made as
provided on the face of this Warrant.




            The
undersigned requests that certificates for such shares of Common Stock be
issued as follows:




            Name: 
______________________________________________________________




            Address: 
____________________________________________________________


                           
____________________________________________________________        




            Deliver to: 
___________________________________________________________




            Address: 
_____________________________________________________________


                           
_____________________________________________________________




and, if such number of
shares of Common Stock shall not be all the shares of Common Stock purchasable
hereunder, that a new Warrant for the balance remaining of the shares of Common
Stock purchasable under this Warrant be registered in the name of, and
delivered to, the undersigned at the address stated above.








Dated: 
____________________                    _________________________________________


                                                                                                            Signature


Note:  The signature on this Subscription Form must
correspond with the name as written upon the face of this Warrant in every
particular, without alteration or enlargement or any change whatever.


 -11- 







FORM OF ASSIGNMENT


(To Be Signed Only Upon Assignment)






            FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto this
Warrant, and appoints ________________________________________ to transfer this
Warrant on the books of the Company with the full power of substitution in the
premises.






Dated:  ____________________




In the presence of:






_______________________________


_________________________________________


(Signature must conform in all respects to the name of
the holder as specified on the face of this Warrant without alteration,
enlargement or any change whatsoever, and the signature must be guaranteed in
the usual manner)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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