NUMBER ____________ WARRANT
WARRANT TO PURCHASE
__________SHARES
See reverse for certain definitions
E-NET XXXXXXXXX.XXX, INC.
COMMON STOCK PURCHASE WARRANT
Will be void if not exercised prior to 11:50 P.M. Pacific Time on
, 2005
THIS CERTIFIES THAT FOR VALUE RECEIVED, LAGUNA PACIFIC PARTNERS, LP THE
REGISTERED HOLDER OR ASSIGNS ("HOLDER"),
Is entitled to purchase from E-Net Xxxxxxxxx.xxx, Inc., a Nevada corporation
(the "Company") at any time after 9:00 A.M. Pacific Time on June, 2001 at the
purchase price share of $1.00 (the "Warrant Price"), the number of shares of
Common Stock of the Company set forth above (the "Shares"). The number of
shares purchasable upon exercise of each warrant evidenced hereby and the
Warrant Price per Share shall be subject to adjustment from time to time as set
forth in the Warrant Agreement referred to below. The Warrants expire on
, 2005. Holders will not have any rights or privileges of shareholder of the
Company prior to exercise of the Warrants. Holders of the Warrants evidenced
hereby and the shares of Common Stock issuable upon exercise hereof have certain
rights with respect to registration with the Securities and Exchange Commission
of the Warrants and Common Stock issuable upon exercise hereof. These
registration rights are set forth in that certain Warrant Agreement of even date
herewith pursuant to which this Warrant Certificate has been issued. The
Warrant evidenced hereby may be exercised in whole or in part by presentation of
this Warrant certificate with the Purchase Form on the reverse side hereof fully
executed (with a signature guarantee as provided on the reverse side hereof) and
simultaneous payment of the Warrant Price (subject to adjustment) at the
principal office of the Company. Payment of such price shall be made at the
option of the Holder in cash or by certified check or bank draft. The Warrants
evidenced hereby are part of a duly authorized issue of Common Stock Purchase
Warrants with rights to purchase an aggregate of up to shares of
Common Stock of the Company. Upon any partial exercise of the Warrant evidenced
hereby, there shall be countersigned and issued to the Holder a new Warrant
Certificate in respect of the Shares as to which the Warrants evidenced hereby
shall not have been exercised. This Warrant Certificate may be exchanged at the
office of the Company by surrender of this Warrant Certificate properly endorsed
with a signature guarantee either separately or in combination with one or more
other Warrants for one or more new Warrants to purchase the same aggregate
number of Shares as evidenced by the Warrant or Warrants exchanged. No
fractional Shares will be issued upon the exercise of rights to purchase
hereunder, but the Company shall pay the cash value of any fraction upon the
exercise of one or more Warrants. The Holder hereof may be treated by the
Company and all other persons dealing with this Warrant Certificate as the
absolute owner hereby, any notice to the contrary notwithstanding, and until
such transfer is on such books, the Company may treat the Holder as the owner
for all purposes.
Dated: E-NET XXXXXXXXX.XXX, INC.
_________________________________ _____________________________
Secretary Chief Executive Officer
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
CERTAIN STATES, AND MY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AB EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (II) TO THE EXTENT
APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (III) AN OPINION OF COUNSEL, IF SUCH
OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.
THE SECURITIES REPRESENTD BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
CERTAIN STATES, AND MAY BOT BE OFFERED, SOLD TRANSFERRED, PLEDGED, HYPOTHECATED
OR OTHERWISE DISPOSE D OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICALBE STATE LAWS, (II) TO THE EXTENT
APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULED UNDER THE ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (III) AN OPINION OF COUNSEL, IF SUCH
OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.
ELECTION TO PURCHASE
The undersigned hereby elects irrevocable to exercise the within Warrant
and to purchase shares of Common Stock of E-Net Xxxxxxxxx.xxx, Inc.
and hereby makes payment of $1.00 in payment of the Exercise Price pursuant
hereto. Please issue the shares as to which this Warrant is exercised in
accordance with the instructions given below.
The undersigned represents and warrants that the exercise of the within
Warrant was solicited by the member firm of the National Association of
Securities Dealers, Inc., ("NASD") listed below. If not solicited by an NASD
member, please write "Unsolicited" in the space below.
(Insert Name of NASD Member or "Unsolicited")
Dated:_______________________ Signature: _______________________________
INSTRUCTIONS FOR REGISTRATION OF SHARES
Name (print)_________________________________________________
Address (print)______________________________________________
ASSIGNMENT
FOR VALUE RECEIVED,______________________does hereby sell, assign and
transfer unto____________________, the right to purchase _______________shares
of Common Stock of E-Net Xxxxxxxxx.xxx, Inc., evidenced by the within full power
of substitution on the premises.
Dated:_______________ , 20_____ Signature:________________________
NOTICE: The signature of Election to Purchase or Assignment 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. The signature(s)
must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers,
Savings and Loan Associations and Credit Unions with membership in an approved
signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.
_________________________________________
Signature Guarantee
