WARRANTS FOR THE PURCHASE
OF SHARES FOR COMMON STOCK
OF
REGENESIS HOLDINGS, INC.
1,000,000 Shares No. ____________
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FOR VALUE RECEIVED, Regenesis Holdings, Inc. (the "Company"), a Florida
corporation, hereby certifies that Triad Petroleum, LLC or its designee or
assigns, ("Holder"). is entitled to purchase from the Company, at any time or
from time to time after the Share Sale and Contribution Agreement (the
"Agreement") is terminated without a closing thereunder, and prior to 5:00 P.M.,
New York City time then current, on September 8, 2002, fully paid and
non-assessable shares of common stock, $0.01 par value, of the Company at the
aggregate purchase price of $750,000.00 (computed on the basis of: 1,000,000
shares at ten cents (.10) per share). The aforementioned shares shall only vest
upon termination of the Agreement and not subject to cancellation. (Hereinafter,
(i) said common stock, together with any other equity securities which may be
issued by the Company with respect thereto or in substitution therefore, is
referred to as "Common Stock," (ii) the shares of the Common Stock purchasable
hereunder are referred to as the "Warrant Shares," (iii) the aggregate purchase
price payable hereunder for the Warrant Shares is referred to as the "Aggregate
Warrant Price," and (iv) this warrant and all warrants hereafter issued in
exchanged or substitution for this warrant are referred to as "Warrants") The
Aggregate Warrant Price is not subject to adjustment.
1. Exercise of Warrant.
(a) This Warrant may be exercised, in whole at any time or in part
from time prior to 5:00 P.M., New York City time then current,
on September 8, 2002 (the "Expiration Date"), by the Holder of
this Warrant by the surrender of this Warrant (with the
subscription form at the end hereof duly executed) at the
address set forth in Subsection 10(a) hereof, together with
proper payment of the Aggregate Warrant Price (including proof
of any prepayment pursuant to Section (b) below), or the
proportionate part thereof if this Warrant is exercised in
part. Payment for the Warrant Shares shall be made by check,
payable to the order of the Company. If this Warrant is
exercised in part, this Warrant must be exercised for a number
if whole shares of the Common Stock, and the Holder is enticed
to receive a new Warrant covering the number of Warrant Shares
in respect of which this Warrant has not been exercised and
setting forth the proportioned part of the Aggregate Warrant
<PAGE>
applicable to such Warrant Shares. Upon such exercise and
surrender of this Warrant, the Company will (i) issue a
certificate or certificates in the name of the Holder for the
largest number of whole shares of the Common Stock to which
the Holder shall be entitled and, if this Warrant is exercise
in whole, in lieu of any fractional share of the Common Stock
to which the Holder shall be entitled, pay cash equal to the
fair value of such fractional share (determined in such
reasonable manner as the Board of Directors of the Company
shall determine), and (ii) deliver the order securities and
properties receivable upon the exercise of this Warrant, or
the proportionate part thereof if this Warrant is exercised in
part, pursuant to the provisions of this Warrant.
(b) As a credit and prepayment against the Aggregate Warrant
Price, the Holder shall receive a credit for all monies
advanced by Holders for expenses of the Company, as well as
expenses of the Holder in connection with the acquisition of
shares of the Company. By way of example, if Holder advances
$15,000 for the Company's accountants, and also incurs $15,000
in legal fees to Holder's counsel, Holder shall be deemed to
have prepaid $30,000 toward the Aggregate Warrant Price upon
exercise of the Warrants.
2. Reservation of Warrant Shares.
The Company agrees that, prior to the expiration of this Warrant, the
Company will at all times have authorized and in reserve, and will keep
available, solely for issuance or delivery upon the exercise of this Warrant,
such number of shares of the Common Stock and such amount of other securities
and properties as from time to time shall be deliverable to holder upon the
exercise if this Warrant, free and clear of all restrictions on sale or transfer
(except such as may b imposed under applicable federal and state securities
laws) and free and clear of all preemptive rights and all other rights to
purchase securities of the Company.
3. Protection Against Dilution.
(a) If, at any time or from time to time after the date of this
Warrant, the Company shall distribute to the holders of its
outstanding Common Stock, (i) securities, other than shares of
Common Stock, or (ii) property, other than cash not out of
earned surplus, without payment therefore, then and in each
such case, the Holder, upon the exercise of this Warrant,
shall be entitled to received the securities and property
which the Holder would hold on the date of such exercise if,
on the date of this Warrant the Holder had been the holder of
record of the number of shares of the Common Stock subscribed
for upon such exercised and, during the period from the date
of this Warrant to and including the date of such exercise,
had retained such shares and the securities and properties
receivable by the Holder during such period. Notice of each
such distribution shall be forthwith mailed to the Holder.
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<PAGE>
(b) If, at any time or from time to time after the date of this
Warrant, the Company shall (i) pay dividend or make a
distribution of its capital stock in shares of Common Stock,
(ii) subdivide its outstanding shares of Common Stock into a
greater number of shares, (iii) combine its outstanding shares
of Common Stock into a smaller number of shares or (iv) issue
by reclassification of its Common Stock any shares of capital
stock of the Company, the Per Share Price Warrant Price and
Warrant Shares in effect immediately prior to such action
shall be adjusted so that the Holder of any Warrant thereafter
exercised shall be entitled to receive the number of shares of
Common Stock or other capital stock of the Company which he
would have owned or been entitled to received at Aggregate
Warrant Price he would have paid or have been entitled to pay
immediately following the happening of any of the events
described above had such Warrant been exercised immediately
prior thereto. An adjustment made pursuant to this (b) shall
become effective immediately after the record date in the case
of a dividend or distribution and shall become effective
immediately after the effective date in the case of a
subdivision, combination or reclassification. If, as a result
of an adjustment made pursuant to this (b), the holder of any
Warrant thereafter surrendered for exercise shall become
entitled to receive shares of two or more classes of capital
stock or shares of Common Stock and other capital Stock of the
Company, Board of Directors (whose reasonable determination
shall be described in a written notice to the Holder of any
Warrant promptly after such adjustment) shall determined the
allocation of the adjusted Per Share Warrant Price between or
among shares of such classes or capital stock or shares of
Common Stock and other capital stock.
(c) Except as provided in 3(e), in case the company shall
hereafter issue or sell any shares of Common Stock for a
consideration Per Share Warrant Price in effect immediately
prior to such issuance or sale, the Per Share Warrant Price
shall be adjusted as of the date such issuance or sale so that
the same shall equal the price determined by dividing (i) the
sum of (A) the number shares of Common Stock outstanding
immediately prior to such issuance or sale multiplied by the
Per Share Warrant Price plus (B) the consideration received by
the Company upon such issuance or sale by (ii) the total
number of shares of Common Stock outstanding after issuance or
sale.
(d) Except as provided in 3(e) in case the Company shall hereafter
issue or sell any rights, option warrants or securities
convertible into Common Stock entitling the holders thereof to
purchase the Common Stock or to convert such securities into
Common Stock at a price per share (determined by dividing (i)
the total amount, if any received or receivable by the Company
in consideration of the issuance or sale of such rights,
options, warrants or
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<PAGE>
convertible securities plus the total consideration, if any,
payable to the Company upon exercise or conversion thereof
(the "Total Consideration") by (ii) the number of additional
shares of Common Stock issuable upon exercise or conversion of
such securities) less than the then Per Share Warrant Price in
effect on the date of such issuance or sale, the Per Share
Warrant Price shall be adjusted as of the date of such
issuance or sale so that the same shall equal the price
determined by dividing (i) the sum of (A) the number shares of
Common Stock outstanding on the of such issuance or sale
multiplied by Per Share Price plus (B) the total Consideration
by (ii) the number of shares of Common Stock outstanding on
the date such issuance or sale plus maximum number of
additional shares of Common Stock issuable upon exercise or
conversion of such securities.
(e) No adjustment in the Per Share Warrant Price shall be required
in the case of (i) the issuance of Common Stock upon the
exercise of options which may be granted in the ordinary
course of business under the Company's official employee stock
option plan as in effect on the date hereof or (ii) the
issuance of shares pursuant to the exercise of this Warrant.
(f) In case of any consolidation or merger to which the Company is
a party other than a merger or consolidation in which the
Company's is the continuing corporation, or in case of any
sale or conveyance to another entity of the assets or other
property of the Company as an entirety or substantially as an
entirety, or in the case of any statutory exchange of
securities with another entity (including any exchange
effected in connection with a merger of any other corporation
with the Company), the Holder of this Warrant shall have the
right thereafter convert such Warrant into the kind and amount
of securities, cash or other property which he would have
owned or have been entitled to received immediately after such
consolidation, merger, statutory, exchange, sale or conveyance
had this Warrant been exercised immediately prior to the
effective date of such consolidation, merger, statutory
exchange, sale or conveyance and in any such case, if
necessary, appropriate adjustments shall be made in the
application of the provisions set forth in this Section 3 with
respect to the rights and interests thereafter of the Holder
of this Warrant to the end that provisions set forth in
Section 3 shall thereafter correspondingly be made applicable,
as nearly as may reasonably be, in relation to any shares of
stock or other securities or property thereafter deliverable
on the exercise of this Warrant. The above provisions of this
3(f) shall similarly apply to successive consolidations,
mergers statutory exchanges, sales or conveyances. Notice of
any such consolidation, merger, statutory exchange, sale or
conveyance, and of said provisions so propose to be made,
shall be mailed to the Holder not less than twenty (20) days
prior to such event. A sale of all pr substantially all of the
assets of the Company
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<PAGE>
for a consideration consisting primarily of securities shall
be deemed a consolidation merger for the foregoing purposes.
(g) Whenever the Per Share Warrant Price is adjusted as provided
in this Section 3 and upon any modification of the rights of
the Holder of this Warrant in accordance with this Section 3,
Company shall, at its own expense, within ten (10) days of
such adjustment or modification, deliver to the holder of this
Warrant a certificate of the principal financial officer of
the Company setting forth the Per Share Warrant Price and the
number of Warrant Shares after such adjustment or the effect
of such modification, a brief statement of the facts requiring
such adjustment or modification and the manner of computing
the same. In addition, within thirty (30) days of the end of
the Company's fiscal year next following any such adjustment
or modification, the Company shall, at its own expense,
deliver to the Holder of this Warrant a certificate of a firm
of independent public accountants of recognized standing
reasonably selected by the Board of Directors (which may be
the regular auditors of the Company) setting forth the same
information as required by such principal financial officer
certificate.
(h) If the Board of Directors of the Company shall declare any
dividend or other distribution in cash with respect to the
Common Stock, other than out of earned surplus, the Company
shall mail notice thereof to the Holder not less than twenty
(20) days prior to the record date fixed for determining
shareholders entitled to participate in such dividend or other
distribution.
4. Fully Paid Stock: Taxes.
The Company agrees that the shares of the Common Stock represented by
each and every certificate for Warrant Shares delivered on the exercise of this
Warrant in accordance with the terms hereof shall, at the time of such delivery,
be validly issued and outstanding, fully paid and non-assessable and not subject
to preemptive rights or other contractual rights to purchase securities of the
Company, and the Company will take all such actions as may be necessary to
assure that the par value, if any, per share of the Common Stock is at all times
equal to or less than the then Per Share Warrant Price. The Company further
covenants and agrees that if it will pay, when due and payable, any and all
federal and state stamp, original issue or similar taxes which may be payable in
respect of the issue of any Warrant Share or certificate.
5. Registration Under Securities Act of 1933.
(a) The Company agrees that if, at any times and from time to time
during the period ending on September 8, 2002 the Holder
and/or the holders of any other Warrants and/or Warrant Shares
who or which shall hold not less than
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<PAGE>
50% of the Warrants and/or Warrant Shares outstanding at such
time not previously sold pursuant to this Section 5, request
that the Company file a registration statement under the
Securities Act of 1933 (the "Act") covering all or any of the
Warrant Shares, the Company will (i) promptly notify the
Holder and all other registered holders, if any, of other
Warrants and/or Warrant Shares that such registration
statement will be filed and that the Warrant Shares which are
then held, and/or which may be acquired upon the exercise of
Warrants, by the Holder and such holders will be included in
such registration statement at the Holder's and such holder's
request (ii) cause such registration statement to cover all
Warrant Shares which it has been so requested to include,
(iii) use its best efforts to cause such registration
statement to become effective as soon as practicable and to
remain effective and current and (iv) take all other action
necessary under any federal or state law or regulation of any
governmental authority to permit all Warrant Shares which it
has been so requested to include in such registration
statement to be sold or otherwise disposed of and will
maintain such compliance with each such federal and state law
and regulation of any governmental authority for the period of
necessary for the Holder and such holders to effect the
proposed sale or other disposition.
(b) The Company agrees that if, at any time and from time to time
Board of Directors of the Company shall authorize the filing
of registration statement (any such registration statement
being sometimes hereinafter called a "Subsequent Registration
Statement ") under the Act (otherwise than pursuant to 5(a)
hereof) in connection with the proposed offer to any of its
securities by it or any of its shareholders, the Company will
(i) promptly notify the Holder and all other registered
holder, if any, of other Warrants and/or Warrant Shares that
such Subsequent Registration Statement will be filed and the
Warrant Shares which are then held, and/or which may be
acquired upon the exercise of the Warrants, by the Holder and
such Holders will be included in such Subsequent Registration
Statement at the Holder's and such holder's request, (ii)
cause such Subsequent Registration Statement to cover all
Warrant Shares which it has been so requested to include,
(iii) cause such Registration Statement to become effective as
soon as practicable and to remain effective and current and
(iv) take all other action necessary under any federal or
state law regulation of any governmental authority to permit
all Warrant Shares which it has been so requested to include
in such Subsequent Registration Statement to be sold or
otherwise disposed of governmental authority for the period
necessary for the Holder and such holders to effect the
proposed sale or other disposition.
(c) Whenever the Company is required pursuant to the provisions of
this Section 5 to include Warrant Shares in a Subsequent
Registration Statement or in a
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<PAGE>
registration statement pursuant to 5(a) hereof, the Company
shall (i) furnish each holder of any such Warrant Shares and
each underwriter of such Warrant Shares with such copies of
the prospectus, including the preliminary prospectus,
conforming to the Act (and such other documents as each such
holder or each such underwriter may reasonably request ) in
order to facilitate the sale or distribution of the Warrant
Shares, (ii) use its best efforts to register or qualify such
Warrant Shares under the blue sky laws (to the extend
applicable) of such jurisdiction or jurisdiction as the
holders of any such Warrant Shares and each underwriter of
Warrant Shares being sold by such holders shall reasonably
request and (iii) take such other actions as may be reasonably
necessary or advisable to enable such holders and such
underwriters to consummate the sale or distribution in such
jurisdiction or jurisdiction in which such holders shall have
reasonably requested that the Warrant Shares be Sold.
(d) The Company shall pay all expenses incurred in connection with
any registration or other action pursuant to the provision of
this Section 5, including the attorney's fees and expenses of
the holders(s) of the Warrant Shares covered by such
registration incurred in connection with such registration or
other action other than underwriting discounts and applicable
transfer taxes relating to the Warrants Shares.
(e) The " Market Price" of Common Stock shall mean the price of a
share of Common Stock on the relevant date, determined on the
basis of the last reported sale price of Common Stock as
reported on the NASDAQ National Market System ("NASDAQ") or,
if there is no such reported sale on the day in question, on
the basis of the average of the closing bid and asked
quotations as so reported or, if the Common Stock is not
listed on NASDAQ, the last reported sale price of the Common
Stock on such other national securities exchange upon which
the Common Stock is listed or, on any national securities
exchange, on the basis of the basis of the closing bid and
asked quotations on the day in question in the
over-the-counter market as reported by National Association of
Securities Dealers' Automated Quotations System or, if not so
quoted, as reported by National Quotation Bureau, Incorporated
or any similar organization or, if not so reported, by a
qualified, independent third party appraiser jointly selected
by the holders of the Warrants and the Company whose cost
shall be borne by the Company.
6. Indemnification.
(a) The Company agrees to indemnify and hold harmless each selling
holder of Warrant Shares and each person who controls any such
selling holder within the meaning of Section 15 of the Act,
and each and all of them, from and
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<PAGE>
against any and all losses, claims, damage, liabilities or
actions, joint or several, to which any selling holder of
Warrant Shares or they or any of them may become subject under
the Act or otherwise and to reimburse the persons indemnified
as above for any legal or other expenses (including the cost
of, and for the personnel time spent in connection with, any
investigation, testimony and preparation) incurred by them in
connection with any litigation or threatened litigation,
whether or not resulting in any liability, but only insofar as
such losses, claims, damages liabilities or actions arise out
of, or are based upon,(i) any untrue statement or alleged
untrue statement of a material fact contained in any
registration statement pursuant to which Warrant Shares were
registered under the Act (hereinafter called "Registration
Statement"), any preliminary prospectus, the final prospectus
or any amendment or supplement thereto (or in any application
or document filed in connection therewith) or document
executed by the Company based upon written information
furnished by or on behalf of the Company filed in any
jurisdiction in order to register or qualify the Warrant
Shares under the securities laws thereof or the omission or
alleged to state omission to state therein a material fact
required to be stated or necessary to make the statements
therein, in the light of the circumstances under which they
were made, not misleading, or (ii) the employment by the
Company of any device, scheme or artifice to defraud, or the
engaging by the Company in any act, practice or courses of
business which operates or would operate as a fraud or deceit,
or any conspiracy with respect thereto, in which the Company
shall participate, in connection with the issuance and sale of
any of the Warrant Shares; provided, however that (i) the
indemnity agreement contained in this (a) shall not extend to
any selling holder of Warrant Shares in respect of any such
losses, claims , damages, liabilities or actions arising out
of, arising out of, or based upon, any such untrue statement
or alleged untrue statement, or any such omission or alleged
omission, if such statement or omission was based upon and
made in conformity with information furnished in writing to
the Company by selling holder of Warrant Shares specifically
for use in connection with the preparation of such
Registration Statement, any final prospectus, any preliminary
prospectus or any such amendment or supplement thereto. The
Company agrees to pay any legal and other expenses for which
it is liable under this (a) from time to time within thirty
(30) days after its receipt of a bill therefore.
(b) Each selling holder of Warrant Shares, severally and not
jointly, will indemnify and hold harmless the Company its
directors, its officers who shall have signed the Registration
Statement and each person, if any, who controls the Company
within the meaning of Section 15 of the Act to the same extend
as the foregoing indemnity from the Company, but in each case
to the extend, and only to extend, that any statement in or
omission from or alleged
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<PAGE>
omission from such Registration Statement, any final
prospectus, any preliminary prospectus or any amendment or
supplement thereto was made in reliance upon information
furnished in writing to the Company by such selling holder
specifically for use in connection any such amendment or
supplement thereto; provided, however, that the total
obligation of any holder of Warrant Shares to indemnify any
and all such indemnified parties the provision of this (b)
shall be limited to the product of the number of Warrant
Shares being sold by the selling holder and the excess of the
Market Price of the Common Stock on the date of the sale to
the public of these Warrant Shares over the Per Share Warrant
Price. Each selling holder of Warrant Shares to pay any legal
and other expenses for which it is liable under (b) from time
to time thirty (30) days after receipt of a bill therefore.
(c) If any action is brought against a person entitled to
indemnification pursuant to the foregoing 6 (a) or (b) (an
"indemnified party") in respect of which indemnity may be
sought against a person granting indemnification (an
"indemnifying party") pursuant to such 6 (a) or (b), such
indemnified party shall promptly notify such indemnifying
party in writing of the commencement thereof; but the omission
to so notify the indemnifying party of any such action shall
not release the indemnifying party from any liability it may
have to such indemnified party in accordance with (a) or (b)
of this Section 6. In case any such action is brought against
an indemnified party and it notifies an indemnifying party of
the commencement thereof, the indemnifying party against which
a claim is to be made will entitled to participate therein at
its own expense and, to the extend that it may wish, to assume
at its own expense the defense thereof, with counsel
reasonably satisfactory to such indemnified party; provided,
however, that (i) if the defendants in any such action include
both the indemnified party and the indemnifying party shall
have reasonably concluded based upon advice of counsel that
there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to
those available to the indemnifying party shall have the right
to select separate counsel to assume such legal defenses and
otherwise to participate in the defense of such action on
behalf of such indemnified party or parties and (ii) in any
event, the indemnified party shall be entitled to have counsel
chosen by such indemnified party participate in, but not
conduct, the defense at the expense of the indemnifying party.
Upon receipt of notice from indemnified party to such
indemnified party of its election to as assume the defense of
such action and approval by the indemnified party of counsel,
the indemnifying party will not be liable to such indemnified
party under this Section 6 for any legal or other expenses
subsequently incurred by such indemnified party in connection
with the defense thereof (i) the indemnified party shall have
employed such counsel in connection with the assumption of
legal defense
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<PAGE>
in accordance with provisos (i) or (ii) to the preceding
sentence (it being understood, however, that the indemnifying
party shall not be liable for the expenses of more than one
separate counsel), (ii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified
party to represent the indemnified party within a reasonable
time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying
party. An indemnifying party shall not be liable for any
settlement of any action or proceeding effected by an
indemnified party without the indemnifying party's written
consent, which consent shall not be unreasonably withheld.
(d) In order to provide for an equitable contribution in
circumstances in which the indemnity agreement provided for in
(a) of this Section 6 is unavailable to a selling holder of
Warrant Shares in accordance with its terms, the Company and
the selling holder of Warrant Shares shall contribute to the
aggregate losses, claims, damages and liabilities, of the
nature contemplated by said indemnity agreement, incurred by
the Company and the selling holder of Warrant Shares, in such
proportions as is appropriate to reflect the relative benefits
received by the Company and the selling holder of Warrant
Shares from any offering of the Warrant Shares; provided,
however, that if such allocation is not permitted by
applicable law or if the indemnified party failed to give the
notice required under (c) of this Section 6, then the relative
fault of the Company and the selling holder of Warrant Shares
in connection with the statements or omissions which resulted
in such losses, claims, damages and liabilities and other
relevant equitable considerations will be considered together
with such relative benefits and provided, however, that the
limitations in the proviso in (b) of this Section 6 shall
apply in all cases.
(e) The respective indemnity and contribution agreements by the
Company and the selling holder of Warrant Shares in (a), (b),
(c) and (d) of this Section 6 shall remain operative and in
full force and effect regardless of (i) any investigation made
by any selling holder of Warrant Shares or by or on behalf of
any person who controls such selling holder or by Company or
any controlling person of the Company or any director or any
officer of the Company, (ii) payment for any of the Warrant
Shares or (iii) any termination of this Agreement, and shall
survive the delivery of the Warrant Shares, and heir or
successor of the Company, or of any selling holder of Warrant
Shares, as the case may be, shall be entitled to the benefit
of such respective indemnity and contribution agreements. The
respective indemnity and contribution agreements by the
Company and the selling holder of Warrant Shares contained in
(a),(b),(c) and (d) of this Section 6 shall be in addition to
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<PAGE>
any liability which the Company and the selling holder of
Warrant Shares may otherwise have.
7. Limited Transferability.
(a) This Warrant is fully transferable or assignable by the Holder
except in whole or in part. The Company may treat the
registered holder of this Warrant as he/she or it appears on
the Company's books at any time as the Holder for all
purposes. The Company shall permit any holder of a Warrant of
his duty authorized attorney, upon written request during
ordinary business hours, to inspect and copy or make extracts
from its books showing the registered holders of Warrants. All
Warrants will be dated the same date as this Warrant.
(b) By acceptance hereof, the Holder represents and warrants that
this Warrant is being acquired, and all Warrant Shares to be
purchased upon the exercise of this Warrant will be acquired,
by Holder solely for the account of such Holder and not with a
view to the fractionalization and distribution thereof and
will not be sold or transferred except in accordance with the
applicable provisions of the Act and the rules and regulations
of the Securities and Exchange Commission promulgated
thereunder, and the Holder agrees that neither this Warrant
not any of the Warrant Shares may be sold or transferred
except under cover of a Registration Statement under the Act
which is effective and current with respect to such Warrant
Shares or pursuant to an opinion, in form and substance
reasonably acceptable to the Company's counsel, that
registration under the Act is not required in connection with
such sale or transfer. Any Warrant Shares issued upon exercise
of this Warrant shall bear the following legend:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933 and are restricted
securities within the meaning thereof. Such securities may not
be sold or transferred except pursuant to a registration
statement under such Act which is effective and current with
respect to such securities or pursuant to an opinion of
counsel reasonably satisfactory to the issuer of such
securities that such sale or transfer is exempt firm the
registration requirements of such Act"
8. Loss, etc., of Warrant.
Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant, and of indemnity reasonably
satisfactory to the Company, if
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<PAGE>
lost, stolen or destroyed, and upon surrender and cancellation of this Warrant,
if mutilated, and upon reimbursement of the Company's reasonable incidental
expenses, the Company shall execute and deliver to the Holder a new Warrant of
like date, tenor and denomination.
9. Warrant Holder Not Shareholders.
Except as otherwise provided herein, this Warrant does not confer upon
the Holder any right to vote or to consent to or receive notice as a shareholder
of the Company, as such, in respect of any matters whatsoever, or any other
rights or liabilities as a shareholder, prior to the exercise hereof.
10. Communication.
No notice or other communication under this Warrant shall be effective
unless, but any notice or other communication shall be effective and shall be
deemed to have given if, the same is in writing and is mailed by first-class
mail, postage prepaid, addressed to:
(a) The Company at ________________________________________,
Attention: ______________________ or such other address as the
Company has designated in writing to the Holder; or
(b) The Holder at 1700 N. Dixie Highway, Suite 125, Boca Raton,
Florida , 33432, Attention: Chris Salmonson or such other
address as the Holder has designated in writing to the
Company.
11. Headings.
The headings of this Warrant have been inserted as a matter of
convenience and shall not affect the construction hereof.
12. Applicable Law.
This Warrant shall be governed by and construed in accordance with the
laws of the State of Florida without giving effect to the principles of
conflicts of law thereof.
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<PAGE>
IN WITNESS WHEREOF, Regenesis Holdings, Inc. has caused this Warrant to
be signed by its President and its corporate seal to be hereunto affixed and
attested by its Secretary on this ____ day of September, 2000.
ATTEST:
By:
-------------------
Secretary
By:
---------------------
President
[Corporate Seal]
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