THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER
TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE
"RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
Act PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
COMMON STOCK PURCHASE WARRANT
No. 1
To Purchase 25,000 Shares of Common Stock of
IJNT INTERNATIONAL INC.
THIS CERTIFIES that, for value received, Dominion Capital Fund, Ltd.,
or its assigns (the "INVESTOR"), is entitled, upon the terms and subject to the
conditions hereinafter set forth, at any time on or after the date hereof (the
"ISSUANCE DATE") and on or prior to May 26, 2004 (the "TERMINATION DATE") but
not thereafter, to subscribe for and purchase from IJNT INTERNATIONAL INC., a
Delaware corporation (the "COMPANY"), Twenty Five Thousand (25,000) shares of
Common Stock (the "WARRANT SHARES"). The purchase price of one share of Common
Stock (the "EXERCISE PRICE") under this Warrant shall be $3.24. The Exercise
Price and the number of shares for which the Warrant is exercisable shall be
subject to adjustment as provided herein. This Warrant is being issued in
connection with the Preferred Stock Purchase Agreement dated as of May 27,1999
(the "AGREEMENT") entered into between the Company, the Investor and another
entity not a party to this Warrant. In the event of any conflict between the
terms of this Warrant and the Agreement, the Agreement shall control.
1. TITLE OF WARRANT. Prior to the expiration hereof and
subject to compliance with applicable laws, this Warrant and all rights
hereunder are transferable, in whole or in part, at the office or agency of the
Company by the holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed.
<PAGE>
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER
TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE
"RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
Act PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
COMMON STOCK PURCHASE WARRANT
No. 2
To Purchase 25,000 Shares of Common Stock of
IJNT INTERNATIONAL INC.
THIS CERTIFIES that, for value received, Sovereign Partners Limited
Partnership, or its assigns (the "INVESTOR"), is entitled, upon the terms and
subject to the conditions hereinafter set forth, at any time on or after the
date hereof (the "ISSUANCE DATE") and on or prior to May 26, 2004 (the
"TERMINATION DATE") but not thereafter, to subscribe for and purchase from IJNT
INTERNATIONAL INC., a Delaware corporation (the "COMPANY"), Twenty Five Thousand
(25,000) shares of Common Stock (the "WARRANT SHARES"). The purchase price of
one share of Common Stock (the "EXERCISE PRICE") under this Warrant shall be
$3.24. The Exercise Price and the number of shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein. This Warrant is
being issued in connection with the Preferred Stock Purchase Agreement dated as
of May 26, 1999 (the "AGREEMENT") entered into between the Company, the Investor
and another entity not a party to this Warrant. In the event of any conflict
between the terms of this Warrant and the Agreement, the Agreement shall
control.
1. TITLE OF WARRANT. Prior to the expiration hereof and
subject to compliance with applicable laws, this Warrant and all rights
hereunder are transferable, in whole or in part, at the office or agency of the
Company by the holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed.
<PAGE>
2. AUTHORIZATION OF SHARES. The Company covenants that all
shares of Common Stock which may be issued upon the exercise of rights
represented by this Warrant will, upon exercise of the 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).
3. EXERCISE OF WARRANT.
(a) Exercise of the purchase rights represented by this
Warrant may be made at any time or times, in whole or in part, before the close
of business on the Termination Date, or such earlier date on which this Warrant
may terminate as provided in paragraph 11 below, by the surrender of this
Warrant and the Subscription Form annexed hereto duly executed, to the office of
the Company (or such other office or agency of the Company as it may designate
by notice in writing to the registered holder hereof at the address of such
holder appearing on the books of the Company) and upon payment of the Exercise
Price of the shares of Common Stock thereby purchased or pursuant to the
cashless exercise feature provided below; whereupon the holder of this Warrant
shall be entitled to receive a certificate for the number of shares of Common
Stock so purchased. Certificates for shares of Common Stock purchased hereunder
shall be delivered to the holder hereof within three Business Days after the
date on which this Warrant shall have been exercised as aforesaid. Payment of
the Exercise Price of the shares may be by certified check or cashier's check or
by wire transfer (of same day funds) to the Company in an amount equal to the
Exercise Price multiplied by the number of shares being purchased or pursuant to
the cashless exercise feature as set forth in Section 3(b) below.
(b) The Investor may pay the Exercise Price in cash (as set
forth in Section 3(a) above) or, pursuant to a cashless exercise, as follows:
the Investor shall surrender this Warrant to the Company together with a notice
of cashless exercise, in which event the Company shall issue to the Investor the
number of Warrant Shares determined as follows:
X = Y (A-B)/A
where:
X = the number of Warrant Shares to be issued to the Investor.
Y = the number of Warrant Shares with
respect to which this Warrant is being
exercised.
A = the average of the closing sale prices
of the Common Stock for the five (5) Trading
Days immediately prior to (but not
including) the date of Exercise.
B = the Exercise Price.
<PAGE>
For purposes of Rule 144 promulgated under the Securities Act, it is
intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction shall be deemed to have been acquired by the
Investor, and the holding period for the Warrant Shares shall be deemed to have
been commenced on the Issuance Date.
4. NO FRACTIONAL SHARES OR SCRIP. No fractional shares or
scrip representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of issuing fractional shares, the Company shall round up to the
nearest whole share the number of Warrant Shares due upon exercise of this
Warrant.
5. CHARGES, TAXES AND EXPENSES. Issuance of certificates for
shares of Common Stock upon the exercise of this Warrant shall be made without
charge to the holder hereof 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 of this Warrant or in such name or names as may be
directed by the holder of this Warrant; PROVIDED, HOWEVER, that in the event
certificates for shares of Common Stock are to be issued in a name other than
the name of the holder of this Warrant, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the holder hereof; and PROVIDED FURTHER, that upon any transfer
involved in the issuance or delivery of any certificates for shares of Common
Stock, the Company may require, as a condition thereto, the payment of a sum
sufficient to reimburse it for any transfer tax incidental thereto.
6. CLOSING OF BOOKS. The Company will at no time close its
shareholder books or records in any manner which interferes with the timely
exercise of this Warrant.
7. NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE. This Warrant does
not entitle the holder hereof to any voting rights or other rights as a
shareholder of the Company prior to the exercise thereof. If, however, at the
time of the surrender of this Warrant and purchase the holder hereof shall be
entitled to exercise this Warrant, the 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 date on which this Warrant shall have been exercised.
8. ASSIGNMENT AND TRANSFER OF WARRANT. This Warrant may be
assigned by the surrender of this Warrant and the Assignment Form annexed hereto
duly executed at the office of the Company (or such other office or agency of
the Company as it may designate by notice in writing to the registered holder
hereof at the address of such holder appearing on the books of the Company);
PROVIDED, HOWEVER, that this Warrant may not be resold or otherwise transferred
except (i) in a transaction registered under the Securities Act, or (ii) in a
transaction pursuant to an exemption, if available, from such registration and
whereby, if requested by the Company, an opinion of counsel reasonably
satisfactory to the Company is obtained by the holder of this Warrant to the
effect that the transaction is so exempt.
<PAGE>
9. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. The
Company represents and warrants that upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
any Warrant or stock certificate, and in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to it, and upon reimbursement to
the Company of all reasonable expenses incidental thereto, 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 this Warrant or stock certificate.
10. 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 legal holiday.
11. ADJUSTMENTS. The Exercise Price shall be adjusted as
provided for below in this Section (the Exercise Price, and the Exercise Price
as thereafter then adjusted, shall be included in the definition of Exercise
Price) and the Exercise Price from time to time shall be further adjusted as
provided for below in this Section. Upon each adjustment of the Exercise Price,
the Investor shall thereafter be entitled to receive upon exercise of this
Warrant, at the Exercise Price resulting from such adjustment, the number of
shares of Common Stock obtained by (i) multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of shares of Common Stock
purchasable hereunder immediately prior to such adjustment and (ii) dividing the
product thereof by the Exercise Price resulting from such adjustment. The
Exercise Price shall be adjusted as follows:
(a) In the case of any amendment to the Company's
Certificate of Incorporation to change the designation of the Common Stock or
the rights, privileges, restrictions or conditions in respect to the Common
Stock or division of the Common Stock, this Warrant shall be adjusted so as to
provide that upon exercise thereof, the Investor shall receive, in lieu of each
share of Common Stock theretofore issuable upon such exercise, the kind and
amount of shares, other securities, money and property receivable upon such
designation, change or division by the holder issuable upon such exercise had
the exercise occurred immediately prior to such designation, change or division.
This Warrant shall be deemed thereafter to provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Section. The provisions of this Subsection (a) shall apply in the same
manner to successive reclassifications, changes, consolidations and mergers.
(b) If the Company shall at any time subdivide its
outstanding shares of Common Stock into a greater number of shares of Common
Stock, or declare a dividend or make any other distribution upon the Common
Stock payable in shares of Common Stock, the Exercise Price in effect
immediately prior to such subdivision or dividend or other distribution shall be
proportionately reduced, and conversely, in case the outstanding shares of
Common Stock shall be combined into a smaller number of shares of Common Stock,
the Exercise Price in effect immediately prior to such combination shall be
proportionately increased.
(c) If the Company shall, through either a private
placement or a public offering (but other than pursuant to options granted under
the Company's stock option plans or shares or options issued in an acquisition
or shares issuable upon conversion of shares of the Company's convertible
debentures or shares issuable pursuant to the exercise of warrant or options
outstanding on the Issuance Date and other than the issuance of up to an
<PAGE>
aggregate of 100,000 shares of Common Stock pursuant to transactions not
described in this parenthetical) issue shares of Common Stock, or options to
purchase Common Stock or rights to subscribe for Common Stock or securities
convertible into or exchangeable for Common Stock at a price (such price, if
other than cash, as determined by the Board of Directors) less than the Exercise
Price (the "LOWER PRICE"), the Exercise Price shall be automatically reduced to
the Lower Price. Notwithstanding the foregoing, in no event shall the Exercise
Price ever be increased as a result of this Subsection (c). There will be no
adjustment in the event that the Company pays a dividend in cash to its holders
of Common Stock; provided, however, the Company will give the holder written
notice at least thirty (30) days prior to the record date for the cash dividend,
that the Company intends to declare a cash dividend.
(d) If any capital reorganization or reclassification
of the capital stock of the Company, or any consolidation or merger of the
Company with or into another corporation or other entity, or the sale of all or
substantially all of the Company's assets to another corporation or other entity
shall be effected in such a way that holders of shares of Common Stock shall be
entitled to receive stock, securities, other evidence of equity ownership or
assets with respect to or in exchange for shares of Common Stock, then, as a
condition of such reorganization, reclassification, consolidation, merger or
sale (except as otherwise provided below in this Section) lawful and adequate
provisions shall be made whereby the holder shall thereafter have the right to
receive upon the exercise hereof upon the basis and upon the terms and
conditions specified herein, such shares of stock, securities, other evidence of
equity ownership or assets as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal to the
number of shares of Common Stock immediately theretofore purchasable and
receivable upon the exercise of this Warrant under this Section had such
reorganization, reclassification, consolidation, merger or sale not taken place,
and in any such case appropriate provisions shall be made with respect to the
rights and interests of the holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price
and of the number of shares of Common Stock receivable upon the exercise of this
Warrant) shall thereafter be applicable, as nearly as may be, in relation to any
shares of stock, securities, other evidence of equity ownership or assets
thereafter deliverable upon the exercise hereof including an immediate
adjustment, by reason of such consolidation or merger, of the Exercise Price to
the value for the Common Stock reflected, by the terms of such consolidation or
merger if the value so reflected is less than the Exercise Price in effect
immediately prior to such consolidation or merger. Subject to the terms of this
Warrant, in the event of a merger or consolidation of the Company with or into
another corporation or other entity as a result of which the number of shares of
common stock of the surviving corporation or other entity issuable to Investors
of Common Stock, is greater or lesser than the number of shares of Common Stock
outstanding immediately prior to such merger or consolidation, then the Exercise
Price in effect immediately prior to such merger or consolidation shall be
adjusted in the same manner as though there were a subdivision or combination of
the outstanding shares of Common Stock. The Company shall not effect any such
consolidation, merger or sale, unless, prior to the consummation thereof, the
successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets shall assume
by written instrument executed and mailed or delivered to the Investor, the
obligation to deliver to the Investor such shares of stock, securities, other
<PAGE>
evidence of equity ownership or assets as, in accordance with the foregoing
provisions, the Investor may be entitled to receive or otherwise acquire. If a
purchase, tender or exchange offer is made to and accepted by the holders of
more than fifty (50%) percent of the outstanding shares of Common Stock, the
Company shall not effect any consolidation, merger or sale with the person
having made such offer or with any affiliate of such person, unless prior to the
consummation of such consolidation, merger or sale the Investor shall have been
given a reasonable opportunity to then elect to receive upon the exercise of
this Warrant the amount of stock, securities, other evidence of equity ownership
or assets then issuable with respect to the number of shares of Common Stock in
accordance with such offer.
(e) In case the Company shall, at any time prior to
exercise of this Warrant, consolidate or merge with any other corporation or
other entity (where the Company is not the surviving entity) or transfer all or
substantially all of its assets to any other corporation or other entity, then
the Company shall, as a condition precedent to such transaction, cause effective
provision to be made so that the Investor of this Warrant upon the exercise of
this Warrant after the effective date of such transaction shall be entitled to
receive the kind and, amount of shares, evidences of indebtedness and/or other
securities or property receivable on such transaction by the Investor of the
number of shares of Common Stock as to which this Warrant was exercisable
immediately prior to such transaction (without giving effect to any restriction
upon such exercise); and, in any such case, appropriate provision shall be made
with respect to the rights and interest of the Investor of this Warrant to the
end that the provisions of this Warrant shall thereafter be applicable (as
nearly as may be practicable) with respect to any shares, evidences of
indebtedness or other securities or assets thereafter deliverable upon exercise
of this Warrant. Upon the occurrence of any event described in this Subsection
(e), the Investor of this Warrant shall have the right to (i) exercise this
Warrant immediately prior to such event at an Exercise Price equal to lesser of
(A) the then Exercise Price or (B) the price per share of Common Stock paid in
such event, or (ii) retain ownership of this Warrant, in which event,
appropriate provisions shall be made so that the Warrant shall be exercisable at
the Investor's option into shares of stock, securities or other equity ownership
of the surviving or acquiring entity,
(f) Whenever the Exercise Price shall be adjusted
pursuant to this Section the Company shall issue a certificate signed by its
President or Vice President and by its Treasurer, or Secretary, setting forth,
in reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated (including a
description of the basis on which the Board of Directors of the Company made any
determination hereunder), and the Exercise Price after giving effect to such
adjustment, and shall cause copies of such certificates to be mailed (by
first-class mail, postage prepaid) to the Investor of this Warrant. The Company
shall make such certificate and mail it to the Investor immediately after each
adjustment.
<PAGE>
12. NOTICE OF ADJUSTMENT. Whenever the number of Warrant
Shares or number or kind of securities or other property purchasable upon the
exercise of this Warrant or the Exercise Price is adjusted, as herein provided,
the Company shall promptly mail by registered or certified mail, return receipt
requested, to the holder of this Warrant notice of such adjustment or
adjustments setting forth the number of Warrant Shares (and other securities or
property) purchasable upon the exercise of this Warrant and the Exercise Price
of such Warrant Shares after such adjustment, setting forth a brief statement of
the facts requiring such adjustment and setting forth computation by which such
adjustment was made.
13. VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may at
its option, 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.
14. NOTICE OF ADJUSTMENT. Whenever the number of Warrant
Shares or number or kind of securities or other property purchasable upon the
exercise of this Warrant or the Exercise Price is adjusted, as herein provided,
the Company shall promptly mail by registered or certified mail, return receipt
requested, to the holder of this Warrant notice of such adjustment or
adjustments setting forth the number of Warrant Shares (and other securities or
property) purchasable upon the exercise of this Warrant and the Exercise Price
of such Warrant Shares after such adjustment, setting forth a brief statement of
the facts requiring such adjustment and setting forth computation by which such
adjustment was made. Such notice, in absence of manifest error, shall be
conclusive evidence of the correctness of such adjustment.
15. AUTHORIZED SHARES. 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 Common Stock 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 shares of the
Company's Common Stock 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 shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the
domestic securities exchange or market upon which the Common Stock may be
listed.
16. 4.99% LIMITATION. The number of shares of Common Stock
which may be acquired by the Investor pursuant to the terms herein shall not
exceed the number of such shares of Common Stock which, when aggregated with all
other shares of Common Stock then owned by the Investor, would result in the
Investor owning more than 4.99% of the then issued and outstanding Common Stock
at any one time. The preceding shall not interfere with the Investor's right to
this Warrant over time which in the aggregate totals more than 4.99% of the then
outstanding shares of Common Stock so long as the Investor does not own more
than 4.99% of the then outstanding Common Stock at any given time.
<PAGE>
17. MISCELLANEOUS.
(a) ISSUE DATE; CHOICE OF LAW; VENUE; JURISDICTION.
The provisions of this Warrant shall be construed and shall be given effect in
all respects as if it had been issued and delivered by the Company on the
Issuance Date. This Warrant shall be binding upon any successors or assigns of
the Company. This Warrant will be construed and enforced in accordance with and
exclusively governed by the laws of the State of New York, except for matters
arising under the Securities Act, without reference to principles of conflicts
of law. The parties consent to the exclusive jurisdiction of the U.S. District
Court sitting in the Southern District of the State of New York in connection
with any dispute arising under this Warrant and hereby waives, to the maximum
extent permitted by law, any objection, including any objection based on FORUM
NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions.
Each party hereby agrees that if the other party to this Warrant obtains a
judgment against it in such a proceeding, the party which obtained such judgment
may enforce same by summary judgment in the courts of any country having
jurisdiction over the party against whom such judgment was obtained, and each
party hereby waives any defenses available to it under local law and agrees to
the enforcement of such a judgment. Each party to this Warrant irrevocably
consents to the service of process in any such proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to such party
at its address set forth herein. Nothing herein shall affect the right of any
party to serve process in any other manner permitted by law. Each party waives
its right to a trial by jury.
(b) RESTRICTIONS. The holder hereof acknowledges that
the Warrant Shares acquired upon the exercise of this Warrant, if not registered
(or if no exemption from registration exists), will have restrictions upon
resale imposed by state and federal securities laws. Each certificate
representing the Warrant Shares issued to the Holder upon exercise (if not
registered or if no exemption from registration exists) will bear the following
legend:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE
BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,
HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A
TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION".
(c) MODIFICATION AND WAIVER. This Warrant and any
provisions 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.
<PAGE>
(d) NOTICES. Any notice, request or other document
required or permitted to be given or delivered to the holders hereof of the
Company shall be delivered or shall be sent by certified or registered mail,
postage prepaid, to each such holder at its address as shown on the books of the
Company or to the Company at the address set forth in the Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.
Dated: May , 1999
IJNT INTERNATIONAL INC.
By: ______________________________
Name:
Title:
<PAGE>
NOTICE OF EXERCISE
------------------
To: IJNT INTERNATIONAL INC.
(1) The undersigned hereby elects to purchase ________ shares of Common Stock of
IJNT INTERNATIONAL INC. pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price in full, together with all
applicable transfer taxes, if any.
(2) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:
-------------------------------
(Name)
-------------------------------
(Address)
-------------------------------
Dated:
------------------------------
Signature
<PAGE>
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 an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.
