NO. AVI- -A COMMON STOCK PURCHASE WARRANT
RIGHT TO PURCHASE 25 SHARES
Arcturus Ventures, Inc.
(a Nevada Corporation)
"A" UNIT WARRANT
VOID AFTER EXPIRATION DATE
THIS IS TO CERTIFY THAT:
________________________________ or registered assigns, is entitled to purchase,
on or before the expiration date, which shall be six (6) months after the
effective date of the Company's post effective amendment to its Registration
Statement presenting the proposed merger with or acquisition of a target company
for the reconfirmation vote (the "Expiration Date"), that number of shares
(subject to anti-dilution protection provisions contained in the Warrant
Agreement) of the Common Stock of Arcturus Ventures, Inc. (the "Company")
indicated above 25 (Twenty Five Shares) at a price of Twenty-Five Cents ($.25)
per share, upon presentation of this Warrant and payment of the purchase price
at the office of the Warrant Agent; subject, however, to the terms of the
Warrant Agreement under which this Warrant has been issued, which is
incorporated by reference, and to which the holder hereof assents by acceptance
of this Warrant. This Warrant, the purchase rights represented hereby, and all
of the rights of each holder with respect thereto, are subject to all of the
terms, conditions, rights, limitations and other provisions of the Warrant
Agreement and in the event of any conflict between the terms of this Warrant and
the terms of the Warrant Agreement, the Warrant Agreement shall control. The
purchase rights represented by this Warrant are exercisable at the option of the
registered owner hereof in whole or in part at any time prior to expiration,
provided that a post effective amendment has been filed. Subject to the right of
the Company to extend the expiration date as set forth in the Warrant Agreement,
this Warrant and the purchase rights it represents expire at or before the
expiration date, six (6) months after the effective date of the Company's post
effective amendment to its Registration Statement presenting the proposed merger
with or acquisition of a target company for the reconfirmation vote ("Expiration
Date"), and thereafter shall be void and of no effect, unless the Expiration
Date is extended by the Company, in its sole discretion, from time to time.
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The number of shares purchasable upon the exercise of this Warrant and
the purchase price per share shall be subject to adjustment from time to time,
to provide anti- dilution protection, as set forth in the Warrant Agreement.
This Warrant shall not entitle the registered owner or any holder to
voting rights or other rights as a stockholder of the Company or to any other
rights whatsoever except the rights herein expressed or expressed in the Warrant
Agreement, and no dividends shall be payable or accrue in respect of this
Warrant or the interest represented hereby or the shares purchasable hereunder
until, or unless, and to the extent that, this Warrant shall be exercised.
This Warrant is exchangeable upon its surrender to the Company by the
registered owner, for new Warrants of like tenor and date, representing in the
aggregate the right to purchase the number of shares purchasable hereunder.
Except as otherwise above provided, this Warrant and all rights
hereunder are transferable by the registered owner hereof in person or by duly
authorized attorney on the books of the Company upon surrender to the Company of
this Warrant, properly endorsed.
The Company may deem and treat the registered owner of this Warrant at
all times as the absolute owner hereof for all purposes and such shall not be
affected by any notice to the contrary.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by the signatures of its duly authorized officers and the corporate seal
hereunto affixed.
Dated: _________, 2000
At: Atlantic Highlands, NJ
Arcturus Ventures, Inc.
ATTEST:
By:
----------------------
Matthew Troster, President
----------------------
Secretary
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