Terra Nova Financial Group, Inc. - Exhibit 10.10






Exhibit 10.10 Form of Common Stock Purchase Warrant granted under Warrant Incentive
Plan



NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY
IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES. 



COMMON STOCK PURCHASE WARRANT

  

  To Purchase     Shares of Common Stock of 

  

  TERRA NOVA FINANCIAL GROUP, INC.  



                          THIS
COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value
received, (the "Holder"), is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any time
on or after the date hereof (the "Initial Exercise Date") and on or prior
to the close of business on (the "Termination Date") but not thereafter,
to subscribe for and purchase from Terra Nova Financial Group, Inc. (f/k/a Rush
Financial Technologies, Inc.), an Illinois corporation (the "Company"),
up to shares (the "Warrant Shares") of Common Stock, par value $0.01 per
share, of the Company (the "Common Stock"). The purchase price of one share
of Common Stock under this Warrant shall be equal to the Exercise Price, as defined
in Section 2(b). 



             
Section 1.             
Definitions. Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in that certain Securities Purchase Agreement (the
"Purchase Agreement"), dated , among the Company and the purchasers signatory
thereto. 



             
Section 2.             
Exercise. 




	 	             
      a)              
      Exercise of Warrant. Exercise of the purchase rights represented
      by this Warrant may be made, in whole or in part, at any time or times on
      or after the Initial Exercise Date and on or before the Termination Date
      by delivery to the Company of a duly executed facsimile copy of the Notice
      of Exercise Form annexed hereto (or such other office or agency of the Company
      as it may designate by notice in writing to the registered Holder at the
      address of such Holder appearing on the books of the Company); 


 




 1 








	 	provided, however, within 5 Trading
      Days of the date said Notice of Exercise is delivered to the Company, if
      this Warrant is exercised in full, the Holder shall have surrendered this
      Warrant to the Company and the Company shall have received payment of the
      aggregate Exercise Price of the shares thereby purchased by wire transfer
      or cashier's check drawn on a United States bank. Notwithstanding anything
      herein to the contrary, the Holder shall not be required to physically surrender
      this Warrant to the Company until the Holder has purchased all of the Warrant
      Shares available hereunder and the Warrant has been exercised in full. Partial
      exercises of this Warrant resulting in purchases of a portion of the total
      number of Warrant Shares available hereunder shall have the effect of lowering
      the outstanding number of Warrant Shares purchasable hereunder in an amount
      equal to the applicable number of Warrant Shares purchased. The Holder and
      the Company shall maintain records showing the number of Warrant Shares
      purchased and the date of such purchases. The Company shall deliver any
      objection to any Notice of Exercise Form within 1 Business Day of receipt
      of such notice. In the event of any dispute or discrepancy, the records
      of the Holder shall be controlling and determinative in the absence of manifest
      error. The Holder and any assignee, by acceptance of this Warrant, acknowledge
      and agree that, by reason of the provisions of this paragraph, following
      the purchase of a portion of the Warrant Shares hereunder, the number of
      Warrant Shares available for purchase hereunder at any given time may be
      less than the amount stated on the face hereof. 

      

                   
      b)              
      Exercise Price. The exercise price of the Common Stock under this
      Warrant shall be , subject to adjustment hereunder (the "Exercise Price").
      

      

                   
      c)              
      Cashless Exercise. If at any time after one year from the date of
      issuance of this Warrant there is no effective Registration Statement registering,
      or no current prospectus available for, the resale of the Warrant Shares
      by the Holder, then this Warrant may also be exercised at such time by means
      of a "cashless exercise" in which the Holder shall be entitled to receive
      a certificate for the number of Warrant Shares equal to the quotient obtained
      by dividing [(A-B) (X)] by (A), where: 




	 	(A) = 	 the VWAP on the Trading Day immediately
      preceding the date of such election; 
	 	 	 
	 	(B) = 	 the Exercise Price of this Warrant,
      as adjusted; and 
	 	 	 
	 	(X) = 	 the number of Warrant Shares
      issuable upon exercise of this Warrant in accordance with the terms of this
      Warrant by means of a cash exercise rather than a cashless exercise. 




	 	             
      Notwithstanding anything herein to the contrary, on the Termination
      Date, this Warrant shall be automatically exercised via cashless exercise
      pursuant to this Section 2(c). 

      

                   
      d)              
      Exercise Limitations. The Company shall not effect any exercise of
      this Warrant, and a Holder shall not have the right to exercise any portion
      of this Warrant, pursuant to Section 2(c) or otherwise, to the extent that
      after giving effect to such 







 2







	 	issuance after exercise, such Holder (together
      with such Holder's affiliates, and any other person or entity acting as
      a group together with such Holder or any of such Holder's affiliates), as
      set forth on the applicable Notice of Exercise, would beneficially own in
      excess of the Beneficial Ownership Limitation (as defined below). For purposes
      of the foregoing sentence, the number of shares of Common Stock beneficially
      owned by such Holder and its affiliates shall include the number of shares
      of Common Stock issuable upon exercise of this Warrant with respect to which
      the determination of such sentence is being made, but shall exclude the
      number of shares of Common Stock which would be issuable upon (A) exercise
      of the remaining, nonexercised portion of this Warrant beneficially owned
      by such Holder or any of its affiliates and (B) exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      (including, without limitation, any other Preferred Stock or Warrants) subject
      to a limitation on conversion or exercise analogous to the limitation contained
      herein beneficially owned by such Holder or any of its affiliates. Except
      as set forth in the preceding sentence, for purposes of this Section 2(d),
      beneficial ownership shall be calculated in accordance with Section 13(d)
      of the Exchange Act and the rules and regulations promulgated thereunder,
      it being acknowledged by a Holder that the Company is not representing to
      such Holder that such calculation is in compliance with Section 13(d) of
      the Exchange Act and such Holder is solely responsible for any schedules
      required to be filed in accordance therewith. To the extent that the limitation
      contained in this Section 2(d) applies, the determination of whether this
      Warrant is exercisable (in relation to other securities owned by such Holder)
      and of which a portion of this Warrant is exercisable shall be in the sole
      discretion of a Holder, and the submission of a Notice of Exercise shall
      be deemed to be each Holder's determination of whether this Warrant is exercisable
      (in relation to other securities owned by such Holder) and of which portion
      of this Warrant is exercisable, in each case subject to such aggregate percentage
      limitation, and the Company shall have no obligation to verify or confirm
      the accuracy of such determination. In addition, a determination as to any
      group status as contemplated above shall be determined in accordance with
      Section 13(d) of the Exchange Act and the rules and regulations promulgated
      thereunder. For purposes of this Section 2(d), in determining the number
      of outstanding shares of Common Stock, a Holder may rely on the number of
      outstanding shares of Common Stock as reflected in (x) the Company's most
      recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public
      announcement by the Company or (z) any other notice by the Company or the
      Company's Transfer Agent setting forth the number of shares of Common Stock
      outstanding. Upon the written or oral request of a Holder, the Company shall
      within two Trading Days confirm orally and in writing to such Holder the
      number of shares of Common Stock then outstanding. In any case, the number
      of outstanding shares of Common Stock shall be determined after giving effect
      to the conversion or exercise of securities of the Company, including this
      Warrant, by such Holder or its affiliates since the date as of which such
      number of outstanding shares of Common Stock was reported. The Beneficial
      Ownership Limitation shall be 4.99% of the number of shares of the Common
      Stock outstanding immediately after giving effect to the issuance of shares
      of Common Stock issuable upon exercise of this Warrant. The Beneficial Ownership
      Limitation provisions of this Section 2(d) may be waived by such Holder,
      at the election of such Holder, upon not less than 61 days' prior notice
      to the Company to change the 







 3








	 	Beneficial Ownership Limitation to 9.99% of
      the number of shares of the Common Stock outstanding immediately after giving
      effect to the issuance of shares of Common Stock upon exercise of this Warrant,
      and the provisions of this Section 2(d) shall continue to apply. Upon such
      a change by a Holder of the Beneficial Ownership Limitation from such 4.99%
      limitation to such 9.99% limitation, the Beneficial Ownership Limitation
      may not be waived by such Holder. The provisions of this paragraph shall
      be implemented in a manner otherwise than in strict conformity with the
      terms of this Section 2(d) to correct this paragraph (or any portion hereof)
      which may be defective or inconsistent with the intended Beneficial Ownership
      Limitation herein contained or to make changes or supplements necessary
      or desirable to properly give effect to such limitation. The limitations
      contained in this paragraph shall apply to a successor holder of this Warrant.
      

      

                   
      e)              
      Mechanics of Exercise. 




	 	             
      i.              
      Authorization of Warrant Shares. The Company covenants that all Warrant
      Shares which may be issued upon the exercise of the purchase rights represented
      by this Warrant will, upon exercise of the purchase rights represented by
      this Warrant, be duly authorized, validly issued, fully paid and nonassessable
      and free from all taxes, liens and charges in respect of the issue thereof
      (other than taxes in respect of any transfer occurring contemporaneously
      with such issue). 

      

                   
      ii.              Delivery
      of Certificates Upon Exercise. Certificates for shares purchased hereunder
      shall be transmitted by the transfer agent of the Company to the Holder
      by crediting the account of the Holder's prime broker with the Depository
      Trust Company through its Deposit Withdrawal Agent Commission ("DWAC")
      system if the Company is a participant in such system, and otherwise by
      physical delivery to the address specified by the Holder in the Notice of
      Exercise within 3 Trading Days from the delivery to the Company of the Notice
      of Exercise Form, surrender of this Warrant (if required) and payment of
      the aggregate Exercise Price as set forth above ("Warrant Share Delivery
      Date"). This Warrant shall be deemed to have been exercised on the date
      the Exercise Price is received by the Company. The Warrant Shares shall
      be deemed to have been issued, and Holder or any other person so designated
      to be named therein shall be deemed to have become a holder of record of
      such shares for all purposes, as of the date the Warrant has been exercised
      by payment to the Company of the Exercise Price and all taxes required to
      be paid by the Holder, if any, pursuant to Section 2(e)(vii) prior to the
      issuance of such shares, have been paid. 

      

                   
      iii.            Delivery
      of New Warrants Upon Exercise. If this Warrant shall have been exercised
      in part, the Company shall, at the request of a Holder and upon surrender
      of this Warrant certificate, at the time of delivery of the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares
      called for by this Warrant, which new Warrant shall in all other respects
      be identical with this Warrant.







 4








	 	             
      iv.             
      Rescission Rights. If the Company fails to cause its transfer agent
      to transmit to the Holder a certificate or certificates representing the
      Warrant Shares pursuant to this Section 2(e)(iv) by the Warrant Share Delivery
      Date, then the Holder will have the right to rescind such exercise. 

      

                  
      v.             
        Compensation for Buy-In on Failure to Timely Deliver Certificates
      Upon Exercise. In addition to any other rights available to the Holder,
      if the Company fails to cause its transfer agent to transmit to the Holder
      a certificate or certificates representing the Warrant Shares pursuant to
      an exercise on or before the Warrant Share Delivery Date, and if after such
      date the Holder is required by its broker to purchase (in an open market
      transaction or otherwise) shares of Common Stock to deliver in satisfaction
      of a sale by the Holder of the Warrant Shares which the Holder anticipated
      receiving upon such exercise (a "Buy-In"), then the Company shall
      (1) pay in cash to the Holder the amount by which (x) the Holder's total
      purchase price (including brokerage commissions, if any) for the shares
      of Common Stock so purchased exceeds (y) the amount obtained by multiplying
      (A) the number of Warrant Shares that the Company was required to deliver
      to the Holder in connection with the exercise at issue times (B) the price
      at which the sell order giving rise to such purchase obligation was executed,
      and (2) at the option of the Holder, either reinstate the portion of the
      Warrant and equivalent number of Warrant Shares for which such exercise
      was not honored or deliver to the Holder the number of shares of Common
      Stock that would have been issued had the Company timely complied with its
      exercise and delivery obligations hereunder. For example, if the Holder
      purchases Common Stock having a total purchase price of $11,000 to cover
      a Buy-In with respect to an attempted exercise of shares of Common Stock
      with an aggregate sale price giving rise to such purchase obligation of
      $10,000, under clause (1) of the immediately preceding sentence the Company
      shall be required to pay the Holder $1,000. The Holder shall provide the
      Company written notice indicating the amounts payable to the Holder in respect
      of the Buy-In, together with applicable confirmations and other evidence
      reasonably requested by the Company. Nothing herein shall limit a Holder's
      right to pursue any other remedies available to it hereunder, at law or
      in equity including, without limitation, a decree of specific performance
      and/or injunctive relief with respect to the Company's failure to timely
      deliver certificates representing shares of Common Stock upon exercise of
      the Warrant as required pursuant to the terms hereof. 

      

                  
      vi.             
      No Fractional Shares or Scrip. No fractional shares or scrip representing
      fractional shares shall be issued upon the exercise of this Warrant. As
      to any fraction of a share which Holder would otherwise be entitled to purchase
      upon such exercise, the Company shall pay a cash adjustment in respect of
      such final fraction in an amount equal to such fraction multiplied by the
      Exercise Price. 







 5







	 	             
      vii.            Charges,
      Taxes and Expenses. Issuance of certificates for Warrant Shares shall
      be made without charge to the Holder for any issue or transfer tax or other
      incidental expense in respect of the issuance of such certificate, all of
      which taxes and expenses shall be paid by the Company, and such certificates
      shall be issued in the name of the Holder or in such name or names as may
      be directed by the Holder; provided, however, that in the event certificates
      for Warrant Shares are to be issued in a name other than the name of the
      Holder, this Warrant when surrendered for exercise shall be accompanied
      by the Assignment Form attached hereto duly executed by the Holder; and
      the Company may require, as a condition thereto, the payment of a sum sufficient
      to reimburse it for any transfer tax incidental thereto. 

      

                  
      viii.           Closing
      of Books. The Company will not close its stockholder books or records
      in any manner which prevents the timely exercise of this Warrant, pursuant
      to the terms hereof. 




            
Section 3.             
Certain Adjustments. 



	 	            
      a)             
      Stock Dividends and Splits. If the Company, at any time while this
      Warrant is outstanding: (A) pays a stock dividend or otherwise make a distribution
      or distributions on shares of its Common Stock or any other equity or equity
      equivalent securities payable in shares of Common Stock (which, for avoidance
      of doubt, shall not include any shares of Common Stock issued by the Company
      pursuant to this Warrant), (B) subdivides outstanding shares of Common Stock
      into a larger number of shares, (C) combines (including by way of reverse
      stock split) outstanding shares of Common Stock into a smaller number of
      shares, or (D) issues by reclassification of shares of the Common Stock
      any shares of capital stock of the Company, then in each case the Exercise
      Price shall be multiplied by a fraction of which the numerator shall be
      the number of shares of Common Stock (excluding treasury shares, if any)
      outstanding immediately before such event and of which the denominator shall
      be the number of shares of Common Stock outstanding immediately after such
      event and the number of shares issuable upon exercise of this Warrant shall
      be proportionately adjusted. Any adjustment made pursuant to this Section
      3(a) shall become effective immediately after the record date for the determination
      of stockholders entitled to receive such dividend or distribution and shall
      become effective immediately after the effective date in the case of a subdivision,
      combination or re?classification.

      

                  
      b)             
      Subsequent Equity Sales. If the Company or any Subsidiary thereof,
      as applicable, at any time while this Warrant is outstanding, shall offer,
      sell, grant any option to purchase or offer, sell or grant any right to
      reprice its securities, or otherwise dispose of or issue (or announce any
      offer, sale, grant or any option to purchase or other 







 6








	 	disposition) any Common Stock or Common Stock
      Equivalents entitling any Person to acquire shares of Common Stock, at an
      effective price per share less than the then Exercise Price (such lower
      price, the "Base Share Price" and such issuances collectively, a
      "Dilutive Issuance"), as adjusted hereunder (if the holder of the
      Common Stock or Common Stock Equivalents so issued shall at any time, whether
      by operation of purchase price adjustments, reset provisions, floating conversion,
      exercise or exchange prices or otherwise, or due to warrants, options or
      rights per share which is issued in connection with such issuance, be entitled
      to receive shares of Common Stock at an effective price per share which
      is less than the Exercise Price, such issuance shall be deemed to have occurred
      for less than the Exercise Price on such date of the Dilutive Issuance),
      then the Exercise Price shall be reduced and only reduced by multiplying
      the Exercise Price by a fraction, the numerator of which is the number of
      shares of Common Stock issued and outstanding immediately prior to the Dilutive
      Issuance plus the number of shares of Common Stock which the offering price
      for such Dilutive Issuance would purchase at the then Exercise Price, and
      the denominator of which shall be the sum of the number of shares of Common
      Stock issued and outstanding immediately prior to the Dilutive Issuance
      plus the number of shares of Common Stock so issued or issuable in connection
      with the Dilutive Issuance and the number of Warrant Shares issuable hereunder
      shall be increased such that the aggregate Exercise Price payable hereunder,
      after taking into account the decrease in the Exercise Price, shall be equal
      to the aggregate Exercise Price prior to such adjustment. Such adjustment
      shall be made whenever such Common Stock or Common Stock Equivalents are
      issued. Notwithstanding the foregoing, no adjustments shall be made, paid
      or issued under this Section 3(b) in respect of an Exempt Issuance. The
      Company shall notify the Holder in writing, no later than the Trading Day
      following the issuance of any Common Stock or Common Stock Equivalents subject
      to this section, indicating therein the applicable issuance price, or of
      applicable reset price, exchange price, conversion price and other pricing
      terms (such notice the "Dilutive Issuance Notice"). For purposes
      of clarification, whether or not the Company provides a Dilutive Issuance
      Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive
      Issuance, after the date of such Dilutive Issuance the Holder is entitled
      to receive a number of Warrant Shares based upon the Base Share Price regardless
      of whether the Holder accurately refers to the Base Share Price in the Notice
      of Exercise. 

      

                  
      c)             
      Pro Rata Distributions. If the Company, at any time prior to the
      Termination Date, shall distribute to all holders of Common Stock (and not
      to Holders of the Warrants) evidences of its indebtedness or assets (including
      cash and cash dividends) or rights or warrants to subscribe for or purchase
      any security other than the Common Stock (which shall be subject to Section
      3(b)), then in each such case the Exercise Price shall be adjusted by multiplying
      the Exercise Price in effect immediately prior to the record date fixed
      for determination of stockholders entitled to receive such distribution
      by a fraction of which the denominator shall be the VWAP determined as of
      the record date mentioned above, and of which the numerator shall be such
      VWAP on such record date less the then per share fair market value at such
      record date of the portion of such assets or evidence of indebtedness so
      distributed applicable to one outstanding share of the Common Stock as determined
      by the Board of Directors in good faith. In either case the adjustments
      shall be described in a statement provided to the Holder of the portion
      of assets or evidences of indebtedness so distributed or such subscription
      rights applicable to one share of Common Stock. Such adjustment shall be
      made whenever any such distribution is made and shall become effective immediately
      after the record date mentioned above.







 7








	 	             
      d)             
      Fundamental Transaction. If, at any time while this Warrant is outstanding,
      (A) the Company effects any merger or consolidation of the Company with
      or into another Person, (B) the Company effects any sale of all or substantially
      all of its assets in one or a series of related transactions, (C) any tender
      offer or exchange offer (whether by the Company or another Person) is completed
      pursuant to which holders of Common Stock are permitted to tender or exchange
      their shares for other securities, cash or property, or (D) the Company
      effects any reclassification of the Common Stock or any compulsory share
      exchange pursuant to which the Common Stock is effectively converted into
      or exchanged for other securities, cash or property (in any such case, a
      "Fundamental Transaction"), then, upon any subsequent exercise of
      this Warrant, the Holder shall have the right to receive, for each Warrant
      Share that would have been issuable upon such exercise immediately prior
      to the occurrence of such Fundamental Transaction, at the option of the
      Holder, (a) upon exercise of this Warrant, the number of shares of Common
      Stock of the successor or acquiring corporation or of the Company, if it
      is the surviving corporation, and any additional consideration (the "Alternate
      Consideration") receivable upon or as a result of such reorganization,
      reclassification, merger, consolidation or disposition of assets by a Holder
      of the number of shares of Common Stock for which this Warrant is exercisable
      immediately prior to such event or (b) if the Company is acquired in an
      all cash transaction, cash equal to the value of this Warrant as determined
      in accordance with the Black-Scholes option pricing formula. For purposes
      of any such exercise, the determination of the Exercise Price shall be appropriately
      adjusted to apply to such Alternate Consideration based on the amount of
      Alternate Consideration issuable in respect of one share of Common Stock
      in such Fundamental Transaction, and the Company shall apportion the Exercise
      Price among the Alternate Consideration in a reasonable manner reflecting
      the relative value of any different components of the Alternate Consideration.
      If holders of Common Stock are given any choice as to the securities, cash
      or property to be received in a Fundamental Transaction, then the Holder
      shall be given the same choice as to the Alternate Consideration it receives
      upon any exercise of this Warrant following such Fundamental Transaction.
      To the extent necessary to effectuate the foregoing provisions, any successor
      to the Company or surviving entity in such Fundamental Transaction shall
      issue to the Holder a new warrant consistent with the foregoing provisions
      and evidencing the Holder's right to exercise such warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is effected shall include terms requiring any such successor
      or surviving entity to comply with the provisions of this Section 3(d) and
      insuring that this Warrant (or any such replacement security) will be similarly
      adjusted upon any subsequent transaction analogous to a Fundamental Transaction.
      

      

                  
      e)             
      Calculations. All calculations under this Section 3 shall be made
      to the nearest cent or the nearest 1/100th of a share, as the case may be.
      For purposes of this Section 3, the number of shares of Common Stock deemed
      to be issued and outstanding as of a given date shall be the sum of the
      number of shares of Common Stock (excluding treasury shares, if any) issued
      and outstanding. 







 8










	 	             
      f)             
      Voluntary Adjustment By Company. The Company may at any time during
      the term of this Warrant reduce the then current Exercise Price to any amount
      and for any period of time deemed appropriate by the Board of Directors
      of the Company. 

      

                  
      g)             
      Notice to Holders. 




	 	            
      i.             
      Adjustment to Exercise Price. Whenever the Exercise Price is adjusted
      pursuant to this Section 3, the Company shall promptly mail to each Holder
      a notice setting forth the Exercise Price after such adjustment and setting
      forth a brief statement of the facts requiring such adjustment. If the Company
      issues a variable rate security, despite the prohibition thereon in the
      Purchase Agreement, the Company shall be deemed to have issued Common Stock
      or Common Stock Equivalents at the lowest possible conversion or exercise
      price at which such securities may be converted or exercised in the case
      of a Variable Rate Transaction (as defined in the Purchase Agreement). 

      

                  
      ii.             Notice
      to Allow Exercise by Holder. If (A) the Company shall declare a dividend
      (or any other distribution) on the Common Stock; (B) the Company shall declare
      a special nonrecurring cash dividend on or a redemption of the Common Stock;
      (C) the Company shall authorize the granting to all holders of the Common
      Stock rights or warrants to subscribe for or purchase any shares of capital
      stock of any class or of any rights; (D) the approval of any stockholders
      of the Company shall be required in connection with any reclassification
      of the Common Stock, any consolidation or merger to which the Company is
      a party, any sale or transfer of all or substantially all of the assets
      of the Company, of any compulsory share exchange whereby the Common Stock
      is converted into other securities, cash or property; (E) the Company shall
      authorize the voluntary or involuntary dissolution, liquidation or winding
      up of the affairs of the Company; then, in each case, the Company shall
      cause to be mailed to the Holder at its last address as it shall appear
      upon the Warrant Register of the Company, at least 20 calendar days prior
      to the applicable record or effective date hereinafter specified, a notice
      stating (x) the date on which a record is to be taken for the purpose of
      such dividend, distribution, redemption, rights or warrants, or if a record
      is not to be taken, the date as of which the holders of the Common Stock
      of record to be entitled to such dividend, distributions, redemption, rights
      or warrants are to be determined or (y) the date on which such reclassification,
      consolidation, merger, sale, transfer or share exchange is expected to become
      effective or close, and the date as of which it is expected that holders
      of the Common Stock of record shall be entitled to exchange their shares
      of the Common Stock for securities, cash or other property deliverable upon
      such reclassification, consolidation, merger, sale, transfer or share exchange;
      provided that the failure to mail such notice or any defect therein or in
      the mailing thereof shall not affect the validity of the corporate action
      required to be specified in such notice. The Holder is entitled to exercise
      this Warrant during the 20-day period commencing on the date of such notice
      to the effective date of the event triggering such notice. 







 9







            
Section 4.             
Transfer of Warrant. 



	 	            
      a)             
      Transferability. Subject to compliance with any applicable securities
      laws and the conditions set forth in Sections 5(a) and 4(d) hereof and to
      the provisions of Section 4.1 of the Purchase Agreement, this Warrant and
      all rights hereunder are transferable, in whole or in part, upon surrender
      of this Warrant at the principal office of the Company, together with a
      written assignment of this Warrant substantially in the form attached hereto
      duly executed by the Holder or its agent or attorney and funds sufficient
      to pay any transfer taxes payable upon the making of such transfer. Upon
      such surrender and, if required, such payment, the Company shall execute
      and deliver a new Warrant or Warrants in the name of the assignee or assignees
      and in the denomination or denominations specified in such instrument of
      assignment, and shall issue to the assignor a new Warrant evidencing the
      portion of this Warrant not so assigned, and this Warrant shall promptly
      be cancelled. A Warrant, if properly assigned, may be exercised by a new
      holder for the purchase of Warrant Shares without having a new Warrant issued.
      

      

                  
      b)             
      New Warrants. This Warrant may be divided or combined with other
      Warrants upon presentation hereof at the aforesaid office of the Company,
      together with a written notice specifying the names and denominations in
      which new Warrants are to be issued, signed by the Holder or its agent or
      attorney. Subject to compliance with Section 4(a), as to any transfer which
      may be involved in such division or combination, the Company shall execute
      and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
      to be divided or combined in accordance with such notice. 

      

                  
      c)             
      Warrant Register. The Company shall register this Warrant, upon records
      to be maintained by the Company for that purpose (the "Warrant Register"),
      in the name of the record Holder hereof from time to time. The Company may
      deem and treat the registered Holder of this Warrant as the absolute owner
      hereof for the purpose of any exercise hereof or any distribution to the
      Holder, and for all other purposes, absent actual notice to the contrary.
      

      

                  
      d)             
      Transfer Restrictions. If, at the time of the surrender of this Warrant
      in connection with any transfer of this Warrant, the transfer of this Warrant
      shall not be registered pursuant to an effective registration statement
      under the Securities Act and under applicable state securities or blue sky
      laws, the Company may require, as a condition of allowing such transfer
      (i) that the Holder or transferee of this Warrant, as the case may be, furnish
      to the Company a written opinion of counsel (which opinion shall be in form,
      substance and scope customary for opinions of counsel in comparable transactions)
      to the effect that such transfer may be made without registration under
      the Securities Act and under applicable state securities or blue sky laws,
      (ii) that the holder or transferee execute and deliver to the Company an
      investment letter in form and substance acceptable to the Company and (iii)
      that the transferee be an "accredited investor" as defined in Rule 501(a)(1),
      (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or
      a qualified institutional buyer as defined in Rule 144A(a) under the Securities
      Act. 





 

  10







            
Section 5.             
Miscellaneous. 




	 	            
      a)             
      Title to Warrant. Prior to the Termination Date and subject to compliance
      with applicable laws and Section 4 of this Warrant, this Warrant and all
      rights hereunder are transferable, in whole or in part, at the office or
      agency of the Company by the Holder in person or by duly authorized attorney,
      upon surrender of this Warrant together with the Assignment Form annexed
      hereto properly endorsed. The transferee shall sign an investment letter
      in form and substance reasonably satisfactory to the Company. 

      

                  
      b)             
      No Rights as Shareholder Until Exercise. This Warrant does not entitle
      the Holder to any voting rights or other rights as a shareholder of the
      Company prior to the exercise hereof. Upon the surrender of this Warrant
      and the payment of the aggregate Exercise Price (or by means of a cashless
      exercise), the Warrant Shares so purchased shall be and be deemed to be
      issued to such Holder as the record owner of such shares as of the close
      of business on the later of the date of such surrender or payment. 

      

                  
      c)             
      Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
      that upon receipt by the Company of evidence reasonably satisfactory to
      it of the loss, theft, destruction or mutilation of this Warrant or any
      stock certificate relating to the Warrant Shares, and in case of loss, theft
      or destruction, of indemnity or security reasonably satisfactory to it (which,
      in the case of the Warrant, shall not include the posting of any bond),
      and upon surrender and cancellation of such Warrant or stock certificate,
      if mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of such cancellation, in lieu of such Warrant
      or stock certificate. 

      

                  
      d)             
      Saturdays, Sundays, Holidays, etc. If the last or appointed day for
      the taking of any action or the expiration of any right required or granted
      herein shall be a Saturday, Sunday or a legal holiday, then such action
      may be taken or such right may be exercised on the next succeeding day not
      a Saturday, Sunday or legal holiday. 

      

                  
      e)             
      Authorized Shares. 




	 	            
      Subject to receipt of Shareholder Approval, the Company covenants
      that during the period the Warrant is outstanding, it will reserve from
      its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any
      purchase rights under this Warrant. The Company further covenants that its
      issuance of this Warrant shall constitute full authority to its officers
      who are charged with the duty of executing stock certificates to execute
      and issue the necessary certificates for the Warrant Shares upon the exercise
      of the purchase rights under this Warrant. The Company will take all such
      reasonable action as may be necessary to assure that such Warrant Shares
      may be issued as provided herein without violation of any applicable law
      or regulation, or of any requirements of the Trading Market upon which the
      Common Stock may be listed. 


 




 11







	 	            
      Except and to the extent as waived or consented to by the Holder, the Company
      shall not by any action, including, without limitation, amending its certificate
      of incorporation or through any reorganization, transfer of assets, consolidation,
      merger, dissolution, issue or sale of securities or any other voluntary
      action, avoid or seek to avoid the observance or performance of any of the
      terms of this Warrant, but will at all times in good faith assist in the
      carrying out of all such terms and in the taking of all such actions as
      may be necessary or appropriate to protect the rights of Holder as set forth
      in this Warrant against impairment. Without limiting the generality of the
      foregoing, the Company will (a) not increase the par value of any Warrant
      Shares above the amount payable therefor upon such exercise immediately
      prior to such increase in par value, (b) take all such action as may be
      necessary or appropriate in order that the Company may validly and legally
      issue fully paid and nonassessable Warrant Shares upon the exercise of this
      Warrant, and (c) use commercially reasonable efforts to obtain all such
      authorizations, exemptions or consents from any public regulatory body having
      jurisdiction thereof as may be necessary to enable the Company to perform
      its obligations under this Warrant. 

      

                  
      Before taking any action which would result in an adjustment in the number
      of Warrant Shares for which this Warrant is exercisable or in the Exercise
      Price, the Company shall obtain all such authorizations or exemptions thereof,
      or consents thereto, as may be necessary from any public regulatory body
      or bodies having jurisdiction thereof. 




	 	            
      f)              
      Jurisdiction. All questions concerning the construction, validity,
      enforcement and interpretation of this Warrant shall be determined in accordance
      with the provisions of the Purchase Agreement. 

      

                  
      g)             
      Restrictions. The Holder acknowledges that the Warrant Shares acquired
      upon the exercise of this Warrant, if not registered, will have restrictions
      upon resale imposed by state and federal securities laws. 

      

                  
      h)             
      Nonwaiver and Expenses. No course of dealing or any delay or failure
      to exercise any right hereunder on the part of Holder shall operate as a
      waiver of such right or otherwise prejudice Holder's rights, powers or remedies,
      notwithstanding the fact that all rights hereunder terminate on the Termination
      Date. If the Company willfully and knowingly fails to comply with any provision
      of this Warrant, which results in any material damages to the Holder, the
      Company shall pay to Holder such amounts as shall be sufficient to cover
      any costs and expenses including, but not limited to, reasonable attorneys'
      fees, including those of appellate proceedings, incurred by Holder in collecting
      any amounts due pursuant hereto or in otherwise enforcing any of its rights,
      powers or remedies hereunder. 





  

  12







 
	 	            
      i)              
      Notices. Any notice, request or other document required or permitted
      to be given or delivered to the Holder by the Company shall be delivered
      in accordance with the notice provisions of the Purchase Agreement. 

      

                  
      j)              
      Limitation of Liability. No provision hereof, in the absence of any
      affirmative action by Holder to exercise this Warrant or purchase Warrant
      Shares, and no enumeration herein of the rights or privileges of Holder,
      shall give rise to any liability of Holder for the purchase price of any
      Common Stock or as a stockholder of the Company, whether such liability
      is asserted by the Company or by creditors of the Company. 

      

                  
      k)             
      Remedies. Holder, in addition to being entitled to exercise all rights
      granted by law, including recovery of damages, will be entitled to specific
      performance of its rights under this Warrant. The Company agrees that monetary
      damages would not be adequate compensation for any loss incurred by reason
      of a breach by it of the provisions of this Warrant and hereby agrees to
      waive the defense in any action for specific performance that a remedy at
      law would be adequate. 

      

                  
      l)              
      Successors and Assigns. Subject to applicable securities laws, this
      Warrant and the rights and obligations evidenced hereby shall inure to the
      benefit of and be binding upon the successors of the Company and the successors
      and permitted assigns of Holder. The provisions of this Warrant are intended
      to be for the benefit of all Holders from time to time of this Warrant and
      shall be enforceable by any such Holder or holder of Warrant Shares. 

      

                  
      m)             Amendment.
      This Warrant may be modified or amended or the provisions hereof waived
      with the written consent of the Company and the Holder. 

      

                  
      n)             
      Severability. Wherever possible, each provision of this Warrant shall
      be interpreted in such manner as to be effective and valid under applicable
      law, but if any provision of this Warrant shall be prohibited by or invalid
      under applicable law, such provision shall be ineffective to the extent
      of such prohibition or invalidity, without invalidating the remainder of
      such provisions or the remaining provisions of this Warrant. 

      

                  
      o)             
      Headings. The headings used in this Warrant are for the convenience
      of reference only and shall not, for any purpose, be deemed a part of this
      Warrant. 







  ******************** 

  

  

  

  

  

  13







            
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized. 





Dated: 



	 	TERRA NOVA FINANCIAL GROUP, INC. 

      

      

      By:__________________________________________ 

            Name: 

            Title: 

















  

  14








NOTICE OF EXERCISE 



TO:     TERRA NOVA FINANCIAL GROUP, INC. 



                       (1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company
pursuant to the terms of the attached Warrant (only if exercised in full), and
tenders herewith payment of the exercise price in full, together with all applicable
transfer taxes, if any. 



                       (2)
Payment shall take the form of (check applicable box): 




	 	[ ] in lawful money of the United States; or
      

      

      [ ] the cancellation of such number of Warrant Shares as is necessary, in
      accordance with the formula set forth in subsection 2(c), to exercise this
      Warrant with respect to the maximum number of Warrant Shares purchasable
      pursuant to the cashless exercise procedure set forth in subsection 2(c).
      


 

                       (3)
Please issue a certificate or certificates representing said Warrant Shares in
the name of the undersigned or in such other name as is specified below: 




	 	_______________________________ 




The Warrant Shares shall be delivered to the following: 




	 	_______________________________
	 	_______________________________
	 	_______________________________ 


 

                       (4)
Accredited Investor. The undersigned is an "accredited investor" as defined
in Regulation D promulgated under the Securities Act of 1933, as amended. 



[SIGNATURE OF HOLDER] 



Name of Investing Entity: ______________________________________________________________________

Signature of Authorized Signatory of Investing Entity: ________________________________________________


Name of Authorized Signatory: __________________________________________________________________

Title of Authorized Signatory: ___________________________________________________________________

Date: ______________________________________________________________________________________



 


  

  








ASSIGNMENT FORM



(To assign the foregoing warrant, execute 

this form and supply required information. 

Do not use this form to exercise the warrant.) 







                       FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to





_______________________________________________ whose address is 

_______________________________________________________________. 





_______________________________________________________________ 




	 	Dated: ______________, _______ 







	 	Holder's Signature: _____________________________
      

      

      Holder's Address:  _____________________________

      

                                       
      _____________________________ 

      
	 	 
	 	 
	 	 






Signature Guaranteed: ___________________________________________ 





NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations
and those acting in a fiduciary or other representative capacity should file proper
evidence of authority to assign the foregoing Warrant.