FORM OF WARRANT



 




EXHIBIT 10.15











 




THE WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK
ISSUABLE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE
SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT
REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE DISPOSITION OF SUCH
SECURITIES IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) THE DISPOSITION OF SUCH
SECURITIES IS REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS.



WARRANT TO PURCHASE

COMMON STOCK OF GRAND TOYS INTERNATIONAL, INC.




     This certifies that _______________ (the “Holder”), for value
received, is entitled to purchase from Grand Toys International, Inc. (the
“Company”) _____________________      (_______) shares of the Company’s Common
Stock, $0.001 par value per share (the “Common Stock”), at a per share exercise
price of $0.01 per share (the “Per Share Exercise Price”). This right may be
exercised at any time after the date hereof up to and including 5:00 p.m. (New
York City time) on the third anniversary of the date hereof (the “Expiration
Date”).



1.     EXERCISE.



     To exercise this right the Holder shall surrender to the Company at its
principal office (or at such other location as the Company may advise the
Holder in writing) this warrant, properly endorsed, with the Subscription Form
attached hereto duly filled in and signed and, if applicable, upon payment in
cash or by check of the aggregate Per Share Exercise Price for the number of
shares for which this warrant is being exercised determined in accordance with
the provisions hereof.



2.     ISSUANCE OF CERTIFICATES.



     Certificates for the shares of Common Stock acquired upon exercise of this
warrant, together with any other securities or property to which the Holder is
entitled upon such exercise, will be delivered to the Holder by the Company at
the Company’s expense within a reasonable time after this warrant has been so
exercised. Each stock certificate so delivered will be in such denominations
of Common Stock as may be requested by the Holder and will be registered in the
name of the Holder. In case of a purchase of less than all the shares that may
be purchased under this warrant, the Company will cancel this warrant and
execute and deliver a new warrant or warrants of like tenor for the balance of
the shares purchasable under this warrant to the Holder within a reasonable
time after surrender of this warrant.










 




3.     SHARES FULLY-PAID, NONASSESSABLE, ETC.



     All shares of Common Stock issued upon exercise of this warrant will, upon
issuance, be duly authorized, validly issued, fully-paid and nonassessable and
free from all preemptive rights of any shareholder and free of all taxes, liens
and charges with respect to the issue thereof. The Company will at all times
reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the exercise of this warrant, such
number of its shares of Common Stock as from time to time are sufficient to
effect the full exercise of this warrant. If at any time the number of
authorized but unissued shares of Common Stock is not sufficient to effect the
full exercise of this warrant, the Company will take such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as is sufficient for
such purpose. The Company will take all such action as may be necessary to
assure that such securities may be issued as provided herein without violation
of any applicable law or regulation, or of any requirements of any domestic
securities exchange upon which the Common Stock may be listed; provided,
however, that the Company will not be required to effect a registration under
federal or state securities laws with respect to such exercise (except as may
be set forth in a separate written agreement between the Company and the
Holder).



4.     ADJUSTMENTS.



     4.1     Adjustment for Stock Splits and Combinations. If the Company at any
time or from time to time during the term of this warrant effects a subdivision
of the outstanding Common Stock, the Per Share Exercise Price in effect
immediately before that subdivision will be proportionately decreased.
Conversely, if the Company at any time or from time to time during the term of
this warrant combines the outstanding shares of Common Stock into a smaller
number of shares, the Per Share Exercise Price in effect immediately before the
combination will be proportionately increased. Any adjustment under this
Section 4.1 will become effective at the close of business on the date the
subdivision or combination becomes effective.



     4.2     Adjustment for Common Stock Dividends and Distributions. If the
Company at any time or from time to time during the term of this warrant makes,
or fixes, a record date for the determination of holders of Common Stock
entitled to receive a dividend or other distribution payable in additional
shares of Common Stock, in each such event the Per Share Exercise Price that is
then in effect will be decreased as of the time of such issuance or, in the
event such record date is fixed, as of the close of business on such record
date, by multiplying the Per Share Exercise Price then in effect by a fraction
(a) the numerator of which is the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance on the close of
business on such record date, and (b) the denominator of which is the total
number of shares of Common Stock issued and outstanding immediately prior to
the time of such issuance on the close of business on such record date plus the
number of shares of Common Stock issuable in payment of such dividend or
distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the
date fixed therefor, the Per Share Exercise Price will be recomputed
accordingly as of the close of business on such record date and thereafter the
Per Share Exercise Price will be adjusted pursuant to this Section 4.2 to
reflect the actual payment of such dividend or distribution.












 




     4.3     Adjustments for Other Dividends and Distributions. If the Company at
any time or from time to time during the term of this warrant makes, or fixes a
record date for the determination of holders of Common Stock entitled to
receive a dividend or other distribution payable in securities of the Company
other than shares of Common Stock, in each such event provision will be made so
that the Holder will receive upon exercise of this warrant, in addition to the
number of shares of Common Stock receivable thereupon, the amount of other
securities of the Company that it would have received had this warrant been
exercised on the date of such event and had it thereafter, during the period
from the date of such event to and including the exercise date, retained such
securities receivable by them as aforesaid, subject to all other adjustments
called for during such period under this Section 4 with respect to the rights
of the Holder hereunder or with respect to such other securities by their
terms.



     4.4     Adjustment for Reclassification, Exchange and Substitution. If at any
time or from time to time during the term of this warrant the Common Stock
issuable upon the exercise of this warrant is changed into the same or a
different number of shares of any class or classes of stock, whether by
recapitalization, reclassification or otherwise (other than a recapitalization,
subdivision, combination, reclassification or exchange provided for elsewhere
in this Section 4), the Holder will have the right thereafter to exercise this
warrant for the kind and amount of stock and other securities and property
receivable upon such recapitalization, reclassification or other change into
which the shares of Common Stock issuable upon exercise of this warrant
immediately prior to such recapitalization, reclassification or change could
have been converted, all subject to further adjustment as provided herein or
with respect to such other securities or property by the terms thereof.



     4.5     Reorganizations. If at any time or from time to time during the term
of this warrant there is a capital reorganization of the Common Stock (other
than a recapitalization, subdivision, combination, reclassification or exchange
provided for elsewhere in this Section 4), as a part of such capital
reorganization, provision will be made so that the Holder will thereafter be
entitled to receive upon exercise of this warrant the number of shares of stock
or other securities or property of the Company to which a holder of the number
of shares of Common Stock deliverable upon exercise of this warrant would have
been entitled on such capital reorganization, subject to adjustment in respect
of such stock or securities by the terms thereof.



     4.6     Certificate of Adjustment. In each case of an adjustment or
readjustment of the number of shares issuable upon exercise of this warrant or
the Per Share Exercise Price, the Company, at its expense, will compute such
adjustment or readjustment in accordance with the provisions hereof and prepare
a certificate showing such adjustment or readjustment, and will mail such
certificate, by first class mail, postage prepaid, to the Holder at the
Holder’s address as shown in the Company’s books. The certificate will set
forth such adjustment or readjustment, showing in detail the facts upon which
such adjustment or readjustment is based, including a statement of (a) the Per
Share Exercise Price at the time in effect, and (b) the type and amount, if
any, of other property that at the time would be received upon exercise of this
warrant.



     4.7     Notices of Record Date. Upon (a) any taking by the Company of
a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any
dividend or other distribution, (b) any capital reorganization of the
Company, any reclassification or recapitalization of the capital
stock of the Company, any sale of all or substantially all of the
assets of the Company or any voluntary or involuntary dissolution,
liquidation or winding up of the Company or (c) a proposed sale
event, the Company will mail to the Holder at least twenty (20) days
prior to the record date specified therein a notice specifying.


(1) the date on which any such record is to be taken for the purpose of such
dividend or distribution and a description of such dividend or distribution,
(2) the date on which any such reorganization, reclassification,
recapitalization, asset sale, dissolution, liquidation or winding up is
expected to become effective, and (3) the date, if any, that is to be fixed as
to when the holders of record of Common Stock (or other securities) will be
entitled to exchange their shares of Common Stock (or other securities) for
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, asset sale, dissolution, liquidation or
winding up.




5.     TAXES.



     The Company will pay all taxes (other than taxes based upon income) and
other governmental charges that may be imposed with respect to the issue or
delivery of shares of Common Stock upon exercise of this warrant, excluding any
tax or other charge imposed in connection with any transfer involved in the
issue and delivery of shares of Common Stock in a name other than that in which
this warrant was registered.













 





6.     REGISTRATION RIGHTS



     The shares of Common Stock issuable upon exercise of this warrant shall
have the identical registration rights set forth in Section 3 of the
Subscription Agreement dated as of the date hereof between the Holder and the
Company.



7.     CLOSING OF BOOKS.



     The Company will at no time close its transfer books against the transfer
of any warrant or of any shares of Common Stock issued or issuable upon the
exercise of any warrant in any manner that interferes with the timely exercise
of this warrant.



8.     NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY.



     Nothing contained in this warrant will be construed as conferring upon the
Holder the right to vote or to consent or to receive notice as a shareholder of
the Company or any other matters or any rights whatsoever as a shareholder of
the Company. No dividends or interest will be payable or accrued in respect of
this warrant or the interest represented hereby or the shares purchasable
hereunder until, and only to the extent that, this warrant has been exercised.



9.     WARRANTS TRANSFERABLE.



     Subject to compliance with applicable federal and state securities laws
and the restrictions imposed by any other written agreement between the Holder
and the Company, this warrant and all rights hereunder are transferable, in
whole or in part, without charge to the Holder (except for transfer taxes),
upon surrender of this warrant properly endorsed and in compliance with the
provisions of this warrant.



10.     MODIFICATION AND WAIVER.



     This warrant and any provision hereof may be changed, waived, discharged
or terminated only by an instrument in writing signed by the party against
which enforcement of the same is sought.



11.     NOTICES.



     Any notice required by the provisions of this warrant will be in writing
and will be deemed effectively given: (a) upon personal delivery to the party
to be notified; (b) when sent by confirmed telex or facsimile if sent during
normal business hours of the recipient; if not, then on the next business day;
(c) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid; or (d) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All notices will be addressed to the
Holder at the address of the Holder appearing on the books of the Company.



12.     LOST WARRANTS.



     The Company represents and warrants to the Holder that upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft,
destruction, or mutilation of this warrant and, in the case of any such loss,
theft or destruction, upon receipt of an indemnity reasonably satisfactory to
the Company, or in the case of any such mutilation upon surrender and
cancellation of such warrant, the Company, at its expense, will make and
deliver a new warrant, of like tenor, in lieu of the lost, stolen, destroyed or
mutilated warrant.



13.     FRACTIONAL SHARES.



     No fractional shares of Common Stock will be issued upon exercise of this
warrant. If the conversion would result in the issuance of any fractional
share, the Company will, in lieu of issuing any fractional share, pay cash
equal to the product of such fraction multiplied by the closing bid price of
the Company’s Common Stock on the date of conversion.

14.     GOVERNING LAW.














 






     This warrant will be construed and enforced in accordance with, and the
rights of the parties will be governed by, the laws of the State of Nevada
without regard to conflict of laws principles.



     The Company has executed this warrant as of this ____ day of December, 2001.



	 	 	 
		GRAND TOYS INTERNATIONAL, INC
			 
			 
		By: ____________________________________________________
			 
		Title:___________________________________________________








	 	 	 
	HOLDER
	By:____________________________________________________
	Title:___________________________________________________







EXHIBIT A TO WARRANT




SUBSCRIPTION FORM




Date: _________________




Grand Toys International, Inc.

Attn: President


Ladies and Gentlemen:


     The undersigned hereby elects to exercise the warrant issued to it by
Grand Toys International, Inc. (the “Company”) dated as of _________  and to
purchase thereunder ____________  (________) shares of the Common Stock
of the Company at a purchase price of ___________ ($________)
per Share, for an aggregate purchase price of ____________ ($________) (the “Purchase Price”).



	 	 	 
		Very truly yours,
	   
	   
		_______________________________________________________
	   
		By: ____________________________________________________
			 
		Title:___________________________________________________