I TRACK INC
SB-1, EX-4, 2000-11-06
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Warrant No. W-________                 _______ Warrants to Purchase Common Stock

                                  I-TRACK, INC.
              (incorporated under the laws of the State of Nevada)
                CERTIFICATE FOR WARRANTS TO PURCHASE COMMON STOCK
    EXERCISABLE AT ANY DATE PRIOR TO 5:00 P.M., MOUNTAIN TIME, _______, 20__


         THIS CERTIFIES THAT, for value received, ______________ (the "Holder"),
as registered owner of the above indicated number of Warrants, is entitled to at
any time until 5:00 p.m., Mountain Time, _____________, or at such later date as
the Company,  by authorization  of its Board of Directors,  shall determine (the
"Exercise   Period"),   to   subscribe   for,   purchase,   and  receive  up  to
_______________  (___________)  shares of Common Stock,  no par value per share,
fully paid and  nonassessable  (the  "Common  Stock"),  I-TRACK,  INC., a Nevada
corporation  (the  "Company"),  at the price of $0.50 per share  (the  "Exercise
Price"), upon presentation and surrender of this Warrant and upon payment of the
Exercise  Price  for such  shares  of the  Common  Stock to the  Company  at the
principal office of the Company;  provided,  however,  that if the Company shall
change the number of shares of its Common  Stock issued and  outstanding  during
the term of this Warrant by dividend, split, reverse split, or recapitalization,
a proportionate adjustment shall be made to the number of shares of Common Stock
to be issued upon the exercise of this Warrant, and to the Exercise Price herein
stated.

         Upon exercise of the Warrant, the form of election hereinafter provided
for must be duly executed and the  instructions  for  registration of the Common
Stock acquired by such exercise must be completed.  If the  subscription  rights
represented  hereby  shall  not have been  exercised  by the  expiration  of the
Exercise  Period,  this Warrant  shall become void and without  further force or
effect, and all rights represented hereby shall cease and expire.

         In the event of the  exercise or  assignment  hereof in part only,  the
Company shall cause to be delivered to the Holder a new warrant of like tenor to
this  Warrant  in the name of the Holder  evidencing  the right of the Holder to
purchase  the number of shares of the Common Stock  purchasable  hereunder as to
which this Warrant has not been exercised or assigned.

         The Company may deem and treat the registered Holder of this Warrant at
any time as the absolute  owner hereof for all  purposes,  and the Company shall
not be affected by any notice to the contrary.

         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
by its duly  authorized  officer  and to be sealed  with the seal of the Company
this ____ day of ______________, 2000.

                                I-TRACK, INC.
S E A L

                                By:
                                   ---------------------------------------
                                   Peter Fisher, Secretary


<PAGE>


                                  EXERCISE FORM

         (To be executed by the Holder to exercise the right to purchase
                  common stock evidenced by the within Warrant)

The undersigned  hereby elects irrevocably to exercise the within Warrant and to
purchase  _______________  shares of the Common Stock of the Company  called for
thereby,  and hereby makes payment of $______________  (at the rate of $0.50 per
share of the Common Stock) in payment of the Exercise  Price  pursuant  thereto.
Please  issue  the  shares  of the  Common  Stock as to which  this  Warrant  is
exercised in accordance with the instructions given below.

Dated:                             Name (Printed):
      -----------------------                     ------------------------------
                                   Signature:
                                             -----------------------------------
                                   Signature:
                                             -----------------------------------
                                   Signature Guaranteed:
                                                        ------------------------



                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name:
      --------------------------------------------------------------------------
Address:
        ------------------------------------------------------------------------
Social Security or Tax Identification Number:
                                             -----------------------------------

================================================================================

                                 ASSIGNMENT FORM

         (To be executed by the registered Holder to effect a transfer
                            of the within Warrants:)

FOR VALUE RECEIVED, ______________________________________________, does hereby
sell, assign and transfer unto ____________________________________________ the
right to purchase _________________shares of Common Stock of the Company
evidenced by the within Warrant, and does hereby irrevocably constitute and
appoint _________________________ ______________________________ attorney to
transfer such right on the books of the Company with full power of substitution
in the premises.


Dated:                             Name (Printed):
      -----------------------                     ------------------------------
                                   Signature:
                                             -----------------------------------
                                   Signature:
                                             -----------------------------------
                                   Signature Guaranteed:
                                                        ------------------------


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

NOTICE: THE SIGNATURE(S) TO THE EXERCISE FORM OR ASSIGNMENT FORM MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN WARRANT IN EVERY PARTICULAR
WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE  WHATSOEVER,  AND  MUST  BE
GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY,  OR BY A
FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.







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