{"id":40913,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/common-stock-purchase-warrant.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"common-stock-purchase-warrant","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/common-stock-purchase-warrant.html","title":{"rendered":"Common Stock Purchase Warrant"},"content":{"rendered":"<pre>\n\n                                                       DATED: September 25, 2001\n\n\n\nTHIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE\nNOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE\nSECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE\nOFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO\nAN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION\nFROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.\n\n\n                     --------------------------------------\n\n                                 eUNIVERSE, INC.\n\n                          COMMON STOCK PURCHASE WARRANT\n\n                     --------------------------------------\n\n\n\n\n         This certifies that, for good and valuable consideration, eUniverse,\nInc., a Nevada corporation (the \"Company\"), grants to Marci B. Zaroff, or\nregistered assigns (the \"Warrantholder\"), the right to subscribe for and\npurchase from the Company 40,000 validly issued, fully paid and nonassessable\nshares (the \"Warrant Shares\") of the Company's Common Stock, par value $.001 per\nshare (the \"Common Stock\") at the purchase price per share of $1.00 (the\n\"Exercise Price\"), from time to time, prior to 5:00PM Eastern Standard Time\nwithin 3 years of September 8, 2000 (the \"Expiration Date\"), all subject to the\nterms, conditions and adjustments herein set forth.\n\nCertificate No. 2001-12.4\n\nNumber of Shares 40,000\n\nName of Warrantholder: Marci B. Zaroff\n\n\n\n\n\n\n\n\n1.   Duration and Exercise of Warrant; Limitation on Exercise; Payment of Taxes.\n\n     1.1 Duration and Exercise of Warrant. Subject to the terms and conditions\nset forth herein, the Warrant may be exercised, in whole or in part, by the\nWarrantholder by:\n\n         (a) the surrender of this Warrant to the Company, with a duly executed\nExercise Form (substantially in the form attached hereto at Exhibit \"A\")\nspecifying the number of Warrant Shares to be purchased, during normal business\nhours on any Business Day prior to the Expiration Date; and\n\n         (b) the delivery of payment to the Company, for the account of the\nCompany, by cash or by certified or bank cashier's check, of the applicable\nExercise Price for the number of Warrant Shares specified in the Exercise Form\nin lawful money of the United States of America. The Company agrees that such\nWarrant Shares shall be deemed to be issued to the Warrantholder as the record\nholder of such Warrant Shares as of the close of business on the date on which\nthis Warrant shall have been surrendered and payment made for the Warrant Shares\nas aforesaid (or as provided in Section 1.2 below).\n\n     1.2 Conversion Right.\n\n         (a) In lieu of the payment of the Exercise Price, the Warrantholder\nshall have the right (but not the obligation) to require the Company to convert\nthis Warrant, in whole or in part, into shares of Common Stock (the \"Conversion\nRight\") as provided for in this Section 1.2. Upon exercise of the Conversion\nRight, the Company shall deliver to the Warrantholder (without payment by the\nWarrantholder of any of the Exercise Price; provided, however, that the\nWarrantholder shall be required to pay the par value for any shares of Common\nStock so delivered) that number of shares of Common Stock equal to the quotient\nobtained by dividing (x) the value of the Warrant at the time the Conversion\nRight is exercised (determined by subtracting the aggregate Exercise Price in\neffect immediately prior to the exercise of the Conversion Right from the\naggregate Fair Market Value for the shares of Common Stock issuable upon\nexercise of the Warrant immediately prior to the exercise of the Conversion\nRight) by (y) the Fair Market Value of one share of Common Stock immediately\nprior to the exercise of the Conversion Right.\n\n         (b) The Conversion Right may be exercised by the Warrantholder on any\nBusiness Day prior to the Expiration Date by delivering the Warrant Certificate,\nwith a duly executed Exercise Form with the conversion section completed to the\nCompany, exercising the Conversion Right and specifying the total number of\nshares of Common Stock the Warrantholder will be issued pursuant to such\nconversion.\n\n         (c) Fair Market Value of a share of Common Stock as of a particular\ndate (the \"Determination Date\") shall mean:\n\n             (i) If the Common Stock is listed on a national securities\nexchange, then the Fair Market Value shall be the average of the last ten \"daily\nsales prices\" of the Common Stock on the principal national securities exchange\non which the Common Stock is listed or admitted for trading on the last ten\nBusiness Days prior to the Determination Date, or if not listed or traded on any\nsuch exchange, then the Fair Market Value shall be the average of the last ten\n\"daily sales prices\" of the Common Stock on the National Market (the \"National\nMarket\") of the National Association of Securities Dealers Automated Quotations\nSystem (\"Nasdaq\") on the last ten business days prior to the Determination Date.\nThe \"daily sales price\" shall be the closing price of the Common Stock at the\nend of each day; or\n\n             (ii) If the Common Stock is not so listed or admitted to unlisted\ntrading privileges or if no such sale is made on at least nine of such days,\nthen the Fair Market Value shall be the higher of (x) the Book Value per share,\nand (y) the fair value as reasonably determined in good faith by the Company's\nBoard of Directors or a duly appointed committee of the Board (which\ndetermination shall be reasonably described in the written notice delivered to\nthe Warrantholder together with the Common Stock certificates).\n\n\n                                       2\n\n\n\n\n\n\n\n\n     1.3 Limitations on Exercise. Notwithstanding anything to the contrary\nherein, this Warrant may be exercised only upon the delivery to the Company of\nany certificates, legal opinions, or other documents reasonably requested by the\nCompany to satisfy the Company that the proposed exercise of this Warrant may be\neffected without registration under the Securities Act. The Warrantholder shall\nnot be entitled to exercise this Warrant, or any part thereof, unless and until\nsuch certificates, legal opinions or other documents are reasonably acceptable\nto the Company.\n\n     1.4 Warrant Shares Certificate. A stock certificate or certificates for the\nWarrant Shares specified in the Exercise Form shall be delivered to the\nWarrantholder within ten (10) Business Days after receipt of the Exercise Form\nand receipt of payment of the purchase price. If this Warrant shall have been\nexercised only in part, the Company shall, at the time of delivery of the stock\ncertificate or certificates, deliver to the Warrantholder a new Warrant\nevidencing the rights to purchase the remaining Warrant Shares, which new\nWarrant shall in all other respects be identical with this Warrant.\n\n     1.5 Payment of Taxes. The issuance of certificates for Warrant Shares shall\nbe made without charge to the Warrantholder for any stock transfer or other\nissuance tax in respect thereto; provided, however, that the Warrantholder shall\nbe required to pay all costs and expenses related to registration of ownership\nof the Warrant Shares, all income or other gains tax applicable to the issuance\nor sale of the Warrant Shares and any and all taxes which may be payable in\nrespect of any transfer involved in the issuance and delivery of any certificate\nin a name other than that of the then Warrantholder as reflected upon the books\nof the Company.\n\n     1.6 Transfer of Warrant. Upon surrender of this Warrant to the Company with\na duly executed assignment agreement (an \"Assignment\") and funds sufficient to\npay any transfer tax, the Company shall, without charge, execute and deliver a\nnew Warrant of like tenor in the name of the assignee named in such Assignment,\nand this Warrant shall promptly be canceled. Each Warrantholder agrees that\nprior to any proposed transfer of this Warrant, such Warrantholder shall give\nten (10) days prior written notice to the Company of such Warrantholder's\nintention to effect such transfer. Each such notice shall describe the manner\nand circumstances of the proposed transfer in sufficient detail, and, if\nrequested by the Company, shall be accompanied by a written opinion of legal\ncounsel, which opinion shall be addressed to the Company and be reasonably\nsatisfactory in form and substance to the Company's counsel, to the effect that\nthe proposed transfer of this Warrant may be effected without registration under\nthe Securities Act. In addition, the Warrantholder and the transferee shall\nexecute any documentation reasonably required by the Company to ensure\ncompliance with the Securities Act. The Warrantholder shall not be entitled to\ntransfer this Warrant, or any part thereof, if such legal opinion is not\nacceptable to the Company or if such documentation is not provided. The term\n\"Warrant\" as used in this Agreement shall be deemed to include any Warrants\nissued in substitution or exchange for this Warrant.\n\n2.   Restrictions on Transfer; Restrictive Legends.\n\n         Except as otherwise permitted by this Section 2, each Warrant shall\n(and each Warrant issued upon direct or indirect transfer or in substitution for\nany Warrant pursuant to Section 1.6 or Section 4 herein shall) be stamped or\notherwise imprinted with a legend in substantially the following form:\n\n     THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT\n     HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR\n     ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST\n     THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF\n     EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR\n     SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.\n\n         Except as otherwise permitted by this Section 2, each stock certificate\nfor Warrant Shares issued upon the exercise of any Warrant and each stock\ncertificate issued upon the direct or indirect transfer of any such Warrant\nShares shall be stamped or otherwise imprinted with a legend in substantially\nthe following form:\n\n\n                                       3\n\n\n\n\n\n\n\n\n     THE SHARES REPRESENTED BY THIS CERTIFICATE (THE \"SHARES\") HAVE NOT BEEN\n     REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE \"ACT\") OR THE APPLICABLE\n     SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE \"RESTRICTED SECURITIES\"\n     AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE\n     OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OTHER THAN (I) PURSUANT TO\n     AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM UNDER THE ACT\n     AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND (II) UPON\n     RECEIPT BY THE CORPORATION OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE\n     WITH THE ACT AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION.\n\n         Notwithstanding the foregoing, the Warrantholder may require the\nCompany to issue a Warrant or a stock certificate for Warrant Shares, in each\ncase without a legend, if either (i) such Warrant or such Warrant Shares, as the\ncase may be, have been registered for resale under the Securities Act, or (ii)\nthe Warrantholder has delivered to the Company an opinion of legal counsel,\nwhich opinion shall be addressed to the Company and be reasonably satisfactory\nin form and substance to the Company's counsel, to the effect that such\nregistration is not required with respect to such Warrant or such Warrant\nShares, as the case may be.\n\n3.   Reservation and Registration of Shares.\n\n     The Company covenants and agrees as follows:\n\n             (a) all Warrant Shares which are issued upon the exercise of this\nWarrant will, upon issuance, be validly issued, fully paid, and nonassessable,\nnot subject to any preemptive rights, and free from all taxes, liens, security\ninterests, charges, and other encumbrances with respect to the issue thereof,\nother than taxes with respect to any transfer occurring contemporaneously with\nsuch issue;\n\n             (b) during the period within which this Warrant may be exercised,\nthe Company will at all times have authorized and reserved, and keep available\nfree from preemptive rights, a sufficient number of shares of Common Stock to\nprovide for the exercise of the rights represented by this Warrant; and\n\n             (c) the Company will, from time to time, take all such action as\nmay be required to assure that the par value per share of the Warrant Shares is\nat all times equal to or less than the then effective Exercise Price.\n\n4.   Loss or Destruction of Warrant.\n\n\n         Subject to the terms and conditions hereof, upon receipt by the Company\nof evidence reasonably satisfactory to it of the loss, theft, destruction or\nmutilation of this Warrant and, in the case of loss, theft or destruction, of\nsuch bond or indemnification as the Company may reasonably require, and, in the\ncase of such mutilation, upon surrender and cancellation of this Warrant, the\nCompany will execute and deliver a new Warrant of like tenor.\n\n5.   Ownership of Warrant.\n\n         The Company may deem and treat the person in whose name this Warrant is\nregistered as the holder and owner hereof (notwithstanding any notations of\nownership or writing hereon made by anyone other than the Company) for all\npurposes and shall not be affected by any notice to the contrary, until\npresentation of this Warrant for registration of transfer.\n\n6.   Certain Adjustments.\n\n     6.1 The number of Warrant Shares purchasable upon the exercise of this\nWarrant and the Exercise Price\n\n\n                                       4\n\n\n\n\n\n\n\n\nshall be subject to adjustment as follows:\n\n\n     (a) Stock Dividends. If at any time after the date of the issuance of this\nWarrant (i) the Company shall fix a record date for the issuance of any stock\ndividend payable in shares of Common Stock, or (ii) the number of shares of\nCommon Stock shall have been increased by a subdivision or split-up of shares of\nCommon Stock, then, on the record date fixed for the determination of holders of\nCommon Stock entitled to receive such dividend or immediately after the\neffective date of subdivision or split up, as the case may be, the number of\nshares to be delivered upon exercise of this Warrant will be increased so that\nthe Warrantholder will be entitled to receive the number of Shares of Common\nStock that such Warrantholder would have owned immediately following such action\nhad this Warrant been exercised immediately prior thereto, and the Exercise\nPrice will be adjusted as provided below in paragraph (g).\n\n     (b) Combination of Stock. If the number of shares of Common Stock\noutstanding at any time after the date of the issuance of this Warrant shall\nhave been decreased by a combination of the outstanding shares of Common Stock,\nthen, immediately after the effective date of such combination, the number of\nshares of Common Stock to be delivered upon exercise of this Warrant will be\ndecreased so that the Warrantholder thereafter will be entitled to receive the\nnumber of shares of Common Stock that such Warrantholder would have owned\nimmediately following such action had this Warrant been exercised immediately\nprior thereto, and the Exercise Price will be adjusted as provided below in\nparagraph (g).\n\n     (c) Reorganization, etc. If any capital reorganization of the Company, any\nreclassification of the Common Stock, any consolidation of the Company with or\nmerger of the Company into any other person, or any sale or lease or other\ntransfer of all or substantially all of the assets of the Company to any other\nperson, shall be effected in such a way that the holders of Common Stock shall\nbe entitled to receive stock, other securities or assets (whether such stock,\nother securities or assets are issued or distributed by the Company or another\nperson) with respect to or in exchange for Common Stock, then, upon exercise of\nthis Warrant, the Warrantholder shall have the right to receive the kind and\namount of stock, other securities or assets receivable upon such reorganization,\nreclassification, consolidation, merger or sale, lease or other transfer by a\nholder of the number of shares of Common Stock that such Warrantholder would\nhave been entitled to receive upon exercise of this Warrant had this Warrant\nbeen exercised immediately before such reorganization, reclassification,\nconsolidation, merger or sale, lease or other transfer, subject to adjustments\nthat shall be as nearly equivalent as may be practicable to the adjustments\nprovided for in this Section 6.\n\n     (d) Notwithstanding any other provision of this Section 6, no adjustment\nshall be made in any of the following cases:\n\n             (i) Upon the grant or exercise of stock options now or hereafter\ngranted, or the issuance of shares of Common Stock, under any employee stock\noption or stock purchase plan now or hereafter authorized, to the extent that\nthe aggregate number of shares of Common Stock which may be purchased pursuant\nto such options and issued under such employee stock purchase plan is less than\nor equal to 10 percent of the number of shares of Common Stock outstanding on\nJanuary 1 of the year of the grant or exercise;\n\n             (ii) Issuance of shares of Common Stock upon the conversion of any\nof the Company's convertible or exchangeable securities;\n\n             (iii) Issuance of shares of Common Stock in connection with the\nacquisition by the Company or by any subsidiary of the Company of eighty percent\n(80%) or more of the assets of another corporation or entity, issuance of shares\nof Common Stock in connection with the acquisition by the Company or by any\nsubsidiary of the Company of eighty percent (80%) or more of the voting shares\nof another corporation (including shares of Common Stock issued in connection\nwith such acquisition of voting shares of such other corporation subsequent to\nthe acquisition of an aggregate of eighty percent (80%) of such voting shares),\nissuance of shares of Common Stock in a merger of or share exchange by the\nCompany or a subsidiary of the Company with another corporation in which the\nCompany or the Company's subsidiary is the surviving or acquiring corporation,\nand issuance of shares of Common\n\n\n                                       5\n\n\n\n\n\n\n\n\nStock upon the conversion of other securities issued in connection with any such\nacquisition or in any such merger or share exchange; or\n\n             (iv) Issuance of shares of Common Stock issued pursuant to this\nWarrant and pursuant to all stock options and warrants outstanding on the date\nhereof.\n\n         (e) Fractional Shares. No fractional shares of Common Stock or scrip\nwill be issued to any Warrantholder in connection with the exercise of this\nWarrant, no cash will be paid in lieu of fractional shares, and the total number\nof shares of Common Stock issued to the Warrantholder shall be rounded to the\nnearest whole number.\n\n         (f) Exercise Price Adjustment. Whenever the number of Warrant Shares\npurchasable upon the exercise of the Warrant is adjusted, as herein provided,\nthe Exercise Price payable upon the exercise of this Warrant shall be adjusted\nby multiplying such Exercise Price immediately prior to such adjustment by a\nfraction, of which the numerator shall be the number of Warrant Shares\npurchasable upon the exercise of the Warrant immediately prior to such\nadjustment, and of which the denominator shall be the number of Warrant Shares\npurchasable immediately thereafter.\n\n     6.2 Notice of Adjustments. Whenever the number of Warrant Shares or the\nExercise Price of such Warrant Shares is adjusted, as herein provided, the\nCompany shall promptly mail by first class, postage prepaid, to the\nWarrantholder, notice setting forth such adjustment or adjustments.\n\n     6.3 Notice of Extraordinary Corporate Events. In case the Company after the\ndate hereof shall propose to (i) distribute any dividend (whether stock or cash\nor otherwise) to the holders of shares of Common Stock or to make any other\ndistribution to the holders of shares of Common Stock, (ii) offer to the holders\nof shares of Common Stock rights to subscribe for or purchase any additional\nshares of any class of stock or any other rights or options, or (iii) effect any\nreclassification of the Common Stock (other than a reclassification involving\nmerely the subdivision or combination of outstanding shares of Common Stock),\nany sale, transfer or other disposition of all or substantially all of its\nproperty, assets and business, or the liquidation, dissolution or winding up of\nthe Company, then, in each such case, the Company shall mail to each\nWarrantholder notice of such proposed action, which notice shall specify the\ndate on which (a) the books of the Company shall close, or (b) a record shall be\ntaken for determining the holders of Common Stock entitled to receive such stock\ndividends or other distribution or such rights or options, or (c) such\nreclassification, sale, transfer, other disposition, liquidation, dissolution or\nwinding up shall take place or commence, as the case may be, and the date, if\nany, as of which it is expected that holders of record of Common Stock shall be\nentitled to receive securities or other property deliverable upon such action.\nSuch notice shall be mailed in the case of any action covered by clause (i) or\n(ii) above at least 10 days prior to the record date for determining holders of\nCommon Stock for purposes of receiving such payment or offer, or in the case of\nany action covered by clause (iii) above at least 30 days prior to the date upon\nwhich such action takes place and 20 days prior to any record date to determine\nholders of Common Stock entitled to receive such securities or other property.\n\n     6.4 Effect of Failure to Notify. Failure to file any certificate or notice\nor to mail any notice, or any defect in any certificate or notice, pursuant to\nSections 6.4 and 6.5 shall not affect the legality or validity of the adjustment\nto the Exercise Price, the number of shares purchasable upon exercise of this\nWarrant, or any transaction giving rise thereto.\n\n7.   Incidental Registration Rights.\n\n         (a) If at any time after June 12, 2002, the Company proposes to\nregister any of its Common Stock under the Securities Act in connection with a\npublic offering of such securities solely for cash by registration on any form\nother than Form S-4 or S-8 or any form that does not include substantially the\nsame information as would be required to be included in a registration statement\ncovering the sale of such securities, whether or not for sale for its own\naccount, the Company shall each such time give prompt written notice to all\nregistered\n\n                                       6\n\n\n\n\n\n\n\n\nHolders of Registrable Securities of its intention to do so and of such Holders'\nrights under this Section 7. Upon the written request of any such Holder (a\n\"Requesting Holder\") made as promptly as practicable and in any event within 10\ndays after the receipt of any such notice (which request shall specify the\nRegistrable Securities intended to be disposed of by such Requesting Holder and\nthe intended method of disposition), the Company shall use its reasonable best\nefforts to effect the registration under the Securities Act of all Registrable\nSecurities that the Company has been so requested to register by the Requesting\nHolders thereof to the extent required to permit the disposition of such\nRegistrable Securities in accordance with the intended methods thereof described\nas aforesaid; provided, however, that prior to the effective date of the\nregistration statement filed in connection with such registration, immediately\nupon notification to the Company from the managing underwriter of the price at\nwhich such securities are to be sold, if such price is below the price which any\nRequesting Holder shall have indicated to be acceptable to such Requesting\nHolder, the Company shall so advise such Requesting Holder of such price, and\nsuch Requesting Holder shall then have the right to withdraw its request to have\nits Registrable Securities included in such registration statement; provided\nfurther, that if, at any time after giving written notice of its intention to\nregister any securities and prior to the effective date of the registration\nstatement filed in connection with such registration, the Company shall\ndetermine for any reason not to register or to delay registration of such\nsecurities, the Company may, at its election, give written notice of such\ndetermination to each Requesting Holder of Registrable Securities and (i) in the\ncase of a determination not to register, shall be relieved of its obligation to\nregister any Registrable Securities in connection with such registration (but\nnot from any obligation of the Company to pay the registration expenses in\nconnection therewith), and (ii) in the case of a determination to delay\nregistering, shall be permitted to delay registering any Registrable Securities,\nfor the same period as the delay in registering such other securities.\n\n         (b) If the managing underwriter of any underwritten offering under this\nSection 7 shall inform the Company by letter that, in its opinion, the number or\ntype of Registrable Securities requested to be included in such registration\nwould adversely affect such offering, and the Company has so advised the\nRequesting Holders in writing, then the Company will include in such\nregistration, to the extent of the number and type that the Company is so\nadvised can be sold in (or during the time of) such offering, first, all\nsecurities proposed by the Company to be sold for its own account, second, such\nRegistrable Securities requested to be included in such registration pursuant to\nthis Agreement, pro rata among such Requesting Holders on the basis of the\nestimated proceeds from the sale thereof and, third, all other securities\nproposed to be registered.\n\n8.   Obligations of the Company.\n\n     In connection with the registration of the Registrable Securities as\ncontemplated by Section 7, the Company shall:\n\n         (a) prepare and file with the SEC a registration statement or\nstatements or similar documents (the \"Registration Statement\") with respect to\nthe securities to be sold by the Company together with the Registrable\nSecurities to be sold by the Requesting Holders, and thereafter use its best\nefforts to cause the Registration Statement to become effective, which\nRegistration Statement (including any amendments or supplements thereto and\nprospectuses contained therein), in each case, shall not contain any untrue\nstatement of a material fact or omit to state a material fact required to be\nstated therein, or necessary to make the statements therein, in light of the\ncircumstances in which they were made, not misleading;\n\n         (b) prepare and file with the SEC such amendments (including\npost-effective amendments) and supplements to the Registration Statement and the\nprospectus used in connection with the Registration Statement as may be\nnecessary to keep the Registration Statement effective and to comply with the\nprovisions of the Securities Act with respect to the disposition of all\nRegistrable Securities covered by the Registration Statement for 180 days after\nsuch effective date;\n\n         (c) furnish to each Holder whose Registrable Securities are included in\nthe Registration Statement such number of copies of a prospectus, including a\npreliminary prospectus and all amendments and supplements thereto and such other\ndocuments, as such Holder may reasonably request in order to facilitate the\ndisposition of\n\n                                       7\n\n\n\n\n\n\n\nthe Registrable securities owned by such Holder;\n\n         (d) use reasonable efforts to (i) register and qualify the Registrable\nSecurities covered by the Registration Statement under such other securities or\nBlue Sky laws of such jurisdictions as the Holders who hold a majority in\ninterest of the Registrable Securities reasonably request, (ii) prepare and file\nin those jurisdictions all required amendments (including post-effective\namendments) and supplements, (iii) take such other actions as may be necessary\nto maintain such registrations and qualifications in effect at all times the\nRegistration Statement is in effect, and (iv) take all other actions necessary\nor advisable to enable the disposition of such securities in all such\njurisdictions; provided, however, that the Company shall not be required in\nconnection therewith or as a condition thereto to qualify to do business in any\njurisdiction where it would not otherwise be required to qualify but for this\nSection 8(d);\n\n         (e) (1) in the event of an underwritten offering, enter into and\nperform its obligations under an underwriting agreement with the managing\nunderwriter of such offering, in usual and customary form, including, without\nlimitation, customary indemnification and contribution obligations, and (2) in\nthe case of any non-underwritten offering, provide to broker-dealers\nparticipating in any distribution of Registrable Securities reasonable\nindemnification substantially similar to that provided by Section 11.1;\n\n         (f) promptly notify each Holder who holds Registrable Securities being\nsold (or, in the event of an underwritten offering, the managing underwriters)\nof the issuance by the SEC of any stop order or other suspension of\neffectiveness of the Registration Statement, and make every reasonable effort to\nobtain the withdrawal of any order suspending the effectiveness of the\nRegistration Statement at the earliest possible time;\n\n         (g) permit a single firm of counsel designated as selling stockholders'\ncounsel by the Holders who hold a majority in interest of the Registrable\nSecurities being sold to review a draft of the Registration Statement and all\namendments and supplements thereto a reasonable period of time prior to their\nfiling with the SEC;\n\n         (h) if Registrable Securities are delivered to an underwriter for sale\nin connection with the Registration Statement, at the request of the Holders who\nhold a majority in interest of the Registrable Securities being sold, furnish on\nthe date that Registrable Securities are delivered to an underwriter for sale in\nconnection with the Registration Statement (1) a letter, dated such date, from\nthe Company's independent certified public accountants, in form and substance as\nis customarily given by independent certified public accountants to underwriters\nin an underwritten public offering, addressed to the underwriters; and (2) an\nopinion, dated such date, from counsel representing the Company for purposes of\nsuch Registration Statement, in form and substance as is customarily given to\nunderwriters in an underwritten public offering, addressed to the underwriters;\n\n         (i) make available for inspection by any Holder, any underwriter\nparticipating in any disposition pursuant to the Registration Statement, and any\nattorney, accountant, or other agent retained by any such Holder or underwriter\n(collectively, the \"Inspectors\"), all pertinent financial and other records,\npertinent corporate documents and properties of the Company, as shall be\nreasonably necessary to enable each Inspector to exercise its due diligence\nresponsibility, and cause the Company's officers, directors and employees to\nsupply all information reasonably requested by any such Inspector in connection\nwith the Registration Statement;\n\n         (j) use its best efforts either to (1) cause all the Registrable\nSecurities covered by the Registration Statement to be listed on a national\nsecurities exchange and on each additional national securities exchange on which\nsimilar securities issued by the Company are then listed, if any, if the listing\nof such Registrable Securities is then permitted under the rules of such\nexchange, or (2) secure designation of all the Registrable Securities covered by\nthe Registration Statement as a Nasdaq \"National Market Security\" within the\nmeaning of Rule 11Aa2-l of the SEC and the quotation of the Registrable\nSecurities on the Nasdaq National Market;\n\n         (k) provide a transfer agent and registrar, which may be a single\nentity, for the Registrable Securities not later than the effective date of the\nRegistration Statement;\n\n                                       8\n\n\n\n\n\n\n\n         (l) cooperate with the Holders who hold Registrable Securities being\nsold and the managing underwriter or underwriters, if any, to facilitate the\ntimely preparation and delivery of certificates (not bearing any restrictive\nlegends) representing Registrable Securities to be sold pursuant to the\nRegistration Statement and enable such certificates to be in such denominations\nor amounts, as the case may be, and registered in such names as the managing\nunderwriter or underwriters, if any, or the Holders may reasonably request; and\n\n         (m) take all other reasonable actions necessary to expedite and\nfacilitate disposition by the Holders of the Registrable Securities pursuant to\nthe Registration Statement.\n\n9.   Obligations of the Holders.\n\n     9.1 It shall be a condition precedent to the obligations of the Company to\ntake any action pursuant to this Agreement with respect to each Holder that such\nHolder shall furnish to the Company such information regarding itself, the\nRegistrable Securities held by it and the intended method of disposition of such\nsecurities as shall be reasonably required to effect the registration of the\nRegistrable Securities and shall execute such documents and agreements in\nconnection with such registration as the Company may reasonably request. At\nleast ten days prior to the first anticipated filing date of the Registration\nStatement, the Company shall notify each Holder of the information the Company\nrequires from each such Holder (the \"Requested Information\") if he elects to\nhave any of his Registrable Securities included in the Registration Statement.\nIf within three Business Days of the filing date the Company has not received\nthe Requested Information from a Holder (a \"Non-Responsive Holder\"), then the\nCompany may file the Registration Statement without including Registrable\nSecurities of such Non-Responsive Holders;\n\n     9.2 Each Holder, by his acceptance of the Registrable Securities, agrees to\ncooperate with the Company in connection with the preparation and filing of any\nregistration statement hereunder, unless, such Holder has decided not to\nparticipate;\n\n     9.3 In the event of an underwritten offering, each Holder agrees to enter\ninto and perform his obligations under an underwriting agreement, in usual and\ncustomary form, including without limitation customary indemnification and\ncontribution obligations, with the managing underwriter of such offering and\ntake such other actions as are reasonably required in order to expedite or\nfacilitate the disposition of the Registrable Securities, unless such Holder has\ndecided not to participate;\n\n     9.4 Each Holder agrees that, upon receipt of any notice from the Company of\nthe happening of any event of the kind described in Section 8(f) herein, such\nHolder will immediately discontinue disposition of Registrable Securities\npursuant to the Registration Statement covering such Registrable Securities\nuntil such Holder's receipt of the copies of the supplemented or amended\nprospectus contemplated by Section 8(f) herein and, if so directed by the\nCompany, such Holder shall deliver to the Company (at the expense of the\nCompany) or destroy (and deliver to the Company a certificate of such\ndestruction) all copies, other than permanent file copies then in such Holder's\npossession, of the prospectus covering such Registrable Securities current at\nthe time of receipt of such notice; and\n\n     9.5 No Holder may participate in any underwritten registration hereunder\nunless such Holder (i) agrees to sell such Holder's Registrable Securities on\nthe basis provided in any underwriting arrangements approved by the Holders\nentitled hereunder to approve such arrangements, (ii) completes and executes all\nquestionnaires, powers of attorney, indemnities, underwriting agreements and\nother documents reasonably required under the terms of such underwriting\narrangements and (iii) agrees to pay such Holder's pro rata portion of all\nunderwriting discounts and commissions.\n\n     10. Expenses of Registration. Except as otherwise set forth herein, all\nexpenses other than underwriting discounts and commissions incurred in\nconnection with registration, filings or qualifications pursuant to Section 8,\nincluding, without limitation, all registration, listing, filing and\nqualification fees, printers and accounting fees, the fees and disbursements of\ncounsel for the Company and the reasonable fees and dis-\n\n                                       9\n\n\n\n\n\n\n\nbursements of one firm of counsel for the Holders shall be borne by the Company.\n\n11. Indemnification. In the event any Registrable Securities are included in a\nRegistration Statement under this Agreement:\n\n     11.1 To the extent permitted by law, the Company will indemnify and hold\nharmless each Holder who holds such Registrable Securities, the directors, if\nany, of such Holder, the officers, if any, of such Holder, who sign the\nRegistration Statement, each person, if any, who controls such Holder, any\nunderwriter (as defined in the Securities Act) for the Holders, and each person,\nif any, who controls any such underwriter within the meaning of the Securities\nAct or the Securities Exchange Act of 1934, as amended (the \"Exchange Act\")\n(each, an \"Indemnified Holder\") against any losses, claims, damages, expenses,\nliabilities (joint or several) (collectively, \"Claims\") to which any of them may\nbecome subject under the Securities Act, the Exchange Act or otherwise, insofar\nas such Claims (or actions or proceedings, whether commenced or threatened, in\nrespect thereof) arise out of or are based upon any of the following statements,\nomissions or violations (collectively, a \"Violation\"): (i) any untrue statement\nor alleged untrue statement of a material fact contained in the Registration\nStatement or any post-effective amendment thereof, or the omission or alleged\nomission to state therein a material fact required to be stated therein or\nnecessary to make the statements therein not misleading, (ii) any untrue\nstatement or alleged untrue statement of a material fact contained in any\npreliminary prospectus if used prior to the effective date of such Registration\nStatement, or contained in the final prospectus (as amended or supplemented if\nthe Company files any amendment thereof or supplement thereto with the SEC), or\nthe omission or alleged omission to state therein a material fact required to be\nstated therein, or necessary in order to make the statements therein, in light\nof the circumstances under which they were made, not misleading, or (iii) any\nviolation or alleged violation by the Company of the Securities Act, the\nExchange Act, any state securities law, or any rule or regulation promulgated\nunder the Securities Act, the Exchange Act, or any state securities law. Subject\nto the restrictions set forth in Section 11.4 with respect to the number of\nlegal counsel, the Company shall reimburse the Holders and each such underwriter\nor controlling person, promptly as such expenses are incurred and are due and\npayable, for any legal fees or other reasonable expenses incurred by them in\nconnection with investigating or defending any such Claim, whether or not such\nclaim, investigation or proceeding is brought or initiated by the Company or a\nthird party. If multiple claims are brought against an Indemnified Holder in an\narbitration proceeding, and indemnification is permitted under applicable law\nand is provided for under this Section 11 with respect to at least one such\nclaim, the Company agrees that any arbitration award shall be conclusively\ndeemed to be based on claims as to which indemnification is permitted and\nprovided for, except to the extent the arbitration award expressly states that\nthe award, or any portion thereof, is based solely on a claim as to which\nindemnification is not available. Notwithstanding anything to the contrary\ncontained herein, the indemnification agreement contained in this Section 11.1\n(a) shall not apply to a Claim arising out of or based upon a Violation which\noccurs in reliance upon and in conformity with information furnished in writing\nto the Company by any Indemnified Holder expressly for use in connection with\nthe preparation of the Registration Statement or any such amendment thereof or\nsupplement thereto; and (b) shall not apply to amounts paid in settlement of any\nClaim if such settlement is effected without the prior written consent of the\nCompany, which consent shall not be unreasonably withheld. Such indemnity shall\nremain in full force and effect regardless of any investigation made by or on\nbehalf of the Indemnified Holder and shall survive the transfer of the\nRegistrable Securities by the Holders pursuant to Section 14.\n\n     11.2 In connection with any Registration Statement in which a Holder is\nparticipating, each such Holder agrees to indemnify and hold harmless, to the\nsame extent and in the same manner set forth in Section 11.1, the Company, each\nof its directors, each of its officers who sign the Registration Statement, each\nperson, if any, who controls the Company within the meaning of the Securities\nAct or the Exchange Act, any underwriter and any other stockholder selling\nsecurities pursuant to the Registration Statement or any of its directors or\nofficers or any person who controls such stockholder or underwriter\n(collectively and together with an Indemnified Holder, an \"Indemnified Party\"),\nagainst any Claim to which any of them may become subject, under the Securities\nAct, the Exchange Act or otherwise, insofar as such Claim arises out of or is\nbased upon any Violation, in each case to the extent (and only to the extent)\nthat such Violation occurs in reliance upon and in conformity with written\ninformation furnished to the Company by such Holder expressly for use in\nconnection\n\n                                       10\n\n\n\n\n\n\n\nwith such Registration Statement; and such Holder will reimburse any legal or\nother expenses reasonably incurred by them in connection with investigating or\ndefending any such Claim; provided, however, that the indemnity agreement\ncontained in this Section 11.2 shall not apply to amounts paid in settlement of\nany Claim if such settlement is effected without the prior written consent of\nsuch Holder, which consent shall not be unreasonably withheld; provided,\nfurther, that the Holder shall be liable under this Section 11.2 for only that\namount of a Claim as does not exceed the net proceeds to such Holder as a result\nof the sale of Registrable Securities pursuant to such Registration Statement.\n\n     11.3 The Company shall be entitled to receive indemnities from\nunderwriters, selling brokers, dealer managers, and similar securities industry\nprofessionals participating in the distribution to the same extent as provided\nabove, with respect to information about such persons so furnished in writing by\nsuch persons expressly for inclusion in the Registration Statement.\n\n     11.4 Promptly after receipt by an Indemnified Party under this Section 11\nof notice of the commencement of any action (including any governmental action),\nsuch Indemnified Party shall, if a Claim in respect thereof is to be made\nagainst any indemnifying party under this Section 11, deliver to the\nindemnifying party a written notice of the commencement thereof, and the\nindemnifying party shall have the right to participate in, and, to the extent\nthe indemnifying party so desires, jointly with any other indemnifying party\n\nsimilarly noticed, to assume control of the defense thereof with counsel\nsatisfactory to the Indemnified Parties; provided, however, that an Indemnified\nParty shall have the right to retain its own counsel, with the fees and expenses\nto be paid by the indemnifying party, if, in the reasonable opinion of counsel\nfor the Indemnified Party, representation of such Indemnified Party by the\ncounsel retained by the indemnifying party would be inappropriate due to actual\nor potential differing interests between such Indemnified Party and any other\nparty represented by such counsel in such proceeding. The Company shall pay for\nonly one legal counsel for the Holders; such legal counsel shall be selected by\nthe Holders holding a majority in interest of the Registrable Securities. The\nfailure to deliver written notice to the indemnifying party within a reasonable\ntime of the commencement of any such action shall not relieve such indemnifying\nparty of any liability to the Indemnified Party under this Section 11, except to\nthe extent that such failure to notify results in the forfeiture by the\nindemnifying party of substantive rights or defenses. The indemnification\nrequired by this Section 11 shall be made by periodic payments of the amount\nthereof during the course of the investigation or defense, as such expense,\nloss, damage or liability is incurred and is due and payable.\n\n12. Contribution. To the extent any indemnification by an indemnifying party is\nprohibited or limited by law, the indemnifying party agrees to make the maximum\ncontribution with respect to any amounts for which it would otherwise be liable\nunder Section 11 to the fullest extent permitted by law; provided, however, that\n(i) no contribution shall be made under circumstances where the maker would not\nhave been liable for indemnification under the fault standards set forth in\nSection 11, (ii) no seller of Registrable Securities guilty of fraudulent\nmisrepresentation (within the meaning of Section 11(f) of the Securities Act)\nshall be entitled to contribution from any seller of Registrable Securities who\nwas not guilty of such fraudulent misrepresentation and (iii) contribution by\nany seller of Registrable Securities shall be limited in amount to the net\namount of proceeds received by such seller from the sale of such Registrable\nSecurities.\n\n13. Reports Under Securities Exchange Act of 1934. With a view to making\navailable to the Holders the benefits of Rule 144 promulgated under the\nSecurities Act or any other similar rule or regulation of the SEC that may at\nany time permit the Holders to sell securities of the Company to the public\nwithout registration (\"Rule 144\"), the Company agrees to:\n\n         (a) make and keep public information available, as those terms are\nunderstood and defined in Rule 144, at all times after the date hereof;\n\n         (b) file with the SEC in a timely manner all reports and other\ndocuments required of the Company under the Securities Act and the Exchange Act;\nand\n\n                                       11\n\n\n\n\n\n\n\n         (c) furnish to each Holder so long as such Holder owns Registrable\nSecurities, promptly upon request, (i) a written statement by the Company that\nit has complied with the reporting requirements of Rule 144 (at any time after\n90 days after the effective date of the first registration statement filed by\nthe Company), the Securities Act and the Exchange Act (at any time after it has\nbecome subject to such reporting requirements), (ii) a copy of the most recent\nannual or quarterly report of the Company and such other reports and documents\nso filed by the Company, and (iii) such other information as may be reasonably\nrequested to permit the Holders to sell such securities without registration.\n\n14. Assignment of Registration Rights. The right to have the Company register\nRegistrable Securities pursuant to this Warrant may be assigned by the Holders,\nupon prior (or as soon as practicable) written notice to the Company, to\ntransferees or assignees of this Warrant or such Registrable Securities,\nprovided that immediately following such transfer or assignment, the further\ndisposition of such securities by the transferee or assignee would be subject to\nrestrictions under the Securities Act. The term \"Holders\" as used herein shall\ninclude permitted assignees and transferees.\n\n15. Amendments. Any provision of this Warrant (including registration rights)\nmay be amended and the observance thereof may be waived (either generally or in\na particular instance and either retroactively or prospectively), only with the\nwritten consent of the Company and the Holders who hold a majority in interest\nof the Registrable Securities. Any amendment or waiver effected in accordance\nwith this Section 15 shall be binding upon each Holder and the Company.\n\n16. Expiration of the Warrant. Except with respect to Sections 11, 12, and 13,\nthe obligations of the Company pursuant to this Warrant shall terminate on the\nExpiration Date.\n\n17. Definitions.\n\n     As used herein, unless the context otherwise requires, the following terms\nhave the following respective meanings:\n\n     Book Value: per share of Common Stock as of any date herein shall mean the\nConsolidated Net Worth of the Company and its Subsidiaries as of such date\ndivided by the number of shares of Common Stock outstanding as of such date.\n\n     Business Day: any day other than a Saturday, Sunday or a day on which\nnational banks are authorized by law to close in the State of Connecticut.\n\n     Claims: the meaning specified in Section 11.1.\n\n     Common Stock: the meaning specified on the cover of this Warrant.\n\n     Company: the meaning specified on the cover of this Warrant.\n\n     Consolidated Net Worth: as of any date herein specified, the total\nconsolidated assets of the Company and its Subsidiaries minus the total\nconsolidated liabilities of the Company and its Subsidiaries (exclusive of any\nliabilities associated with the Warrant) as determined from the consolidated\nbalance sheet of the Company and its Subsidiaries from the most recent fiscal\nquarter, which consolidated balance sheet shall be prepared in accordance with\ngenerally accepted accounting principles, shall be in reasonable detail, and\nshall be certified as complete and correct by the chief financial or accounting\nofficer of the Company.\n\n     Exchange Act: the meaning specified in Section 11.1 or any similar Federal\nstatute, and the rules and regulations of the SEC thereunder, all as the same\nshall be in effect at the time. Reference to a particular section of the\nExchange Act shall include a reference to a comparable section, if any, of any\nsuch similar Federal statute.\n\n                                       12\n\n\n\n\n\n\n\n     Exercise Form: an Exercise Form in the form annexed hereto as Exhibit A.\n\n     Exercise Price: the meaning specified on the cover of this Warrant.\n\n     Expiration Date: the meaning specified on the cover of this Warrant.\n\n     Holder(s): holder(s) of Registrable Securities.\n\n     Indemnified Holder: the meaning specified in Section 11.1 herein.\n\n     Indemnified Party: the meaning specified in Section 11.2 herein.\n\n     Inspectors: the meaning specified in Section 8(i) herein.\n\n     Non-Responsive Holder: the meaning specified in Section 9.2 herein.\n\n     Registrable Securities: (i) the Warrant Shares and other securities issued\nor issuable upon exercise of the Warrants that are not eligible to be sold under\nRule 144, and (ii) any securities issued or issuable with respect to any Common\nStock or other securities referred to in subdivision (i) by way of stock\ndividend or stock split or in connection with a combination or other\nreorganization or otherwise.\n\n     Registration Statement: the meaning specified in Section 8(a) herein.\n\n     Requested Information: the meaning specified in Section 9.1 herein.\n\n     Requesting Holder: the meaning specified in Section 7 herein.\n\n     Rule 144: the meaning specified in Section 13 herein.\n\n     SEC: the Securities and Exchange Commission or any other Federal agency at\nthe time administering the Securities Act or the Exchange Act, whichever is the\nrelevant statute for the particular purpose.\n\n     Securities Act: the meaning specified on the cover of this Warrant, or any\nsimilar Federal statute, and the rules and regulations of the Commission\nthereunder, all as the same shall be in effect at the time. Reference to a\nparticular section of the Securities Act, shall include a reference to the\ncomparable section, if any, of any such similar Federal statute.\n\n     Subsidiary: any corporation or association (a) more than 50% (by number of\nvotes) owned by the Company by one or more of its Subsidiaries, or any other\nbusiness entity in which the Company or one or more of its Subsidiaries owns\nmore than a 50% interest in either the capital or profits of such business\nentity, or (b) whose net earnings or portions thereof are consolidated with the\nnet earnings of the Company and are recorded in the books of the Company for\nfinancial reporting purposes in accordance with generally accepted accounting\nprinciples.\n\n     Violation: the meaning specified in Section 11.1 herein.\n\n     Warrantholder: the meaning specified on the cover of this Warrant.\n\n     Warrant Shares: the meaning specified on the cover of this Warrant.\n\n18.  Miscellaneous.\n\n     18.1 Entire Agreement. This Warrant constitutes the entire agreement\nbetween the Company and the\n\n                                       13\n\n\n\n\n\n\n\nWarrantholder with respect to the Warrants.\n\n     18.2 Binding Effects; Benefits. This Warrant shall inure to the benefit of\nand shall be binding upon the Company and the Warrantholder and their respective\nheirs, legal representatives, successors and assigns. Nothing in this Warrant,\nexpressed or implied, is intended to or shall confer on any person other than\nthe Company and the Warrantholder, or their respective heirs, legal\nrepresentatives, successors or assigns, any rights, remedies, obligations or\nliabilities under or by reason of this Warrant.\n\n     18.3 Section and Other Headings. The section and other headings contained\nin this Warrant are for reference purposes only and shall not be deemed to be a\npart of this Warrant or to affect the meaning or interpretation of this Warrant.\n\n     18.4 Pronouns. All pronouns and any variations thereof refer to the\nmasculine, feminine or neuter, singular or plural, as the context may require.\n\n     18.5 Further Assurances. Each of the Company and the Warrantholder shall do\nand perform all such further acts and things and execute and deliver all such\nother certificates, instruments and documents as the Company or the\nWarrantholder may, at any time and from time to time, reasonably request in\nconnection with the performance of any of the provisions of this Agreement.\n\n     18.6 Notices. All notices and other communications required or permitted to\nbe given under this Warrant shall be in writing and shall be deemed to have been\nduly given if delivered personally or sent by United States mail, postage\nprepaid, to the parties hereto at the following addresses or to such other\naddress as any party hereto shall hereafter specify by notice to the other party\nhereto:\n\n         (a) if to the Company, addressed to:\n\n                  6300 Wilshire Boulevard, Suite #1700\n                  Los Angeles, CA  90048\n                  Attention:  President\n\n          (b)  if to the Warrantholder, addressed to: Marci B. Zaroff at the\n               address of such Warrantholder appearing on the books of the\n               Company.\n\nExcept as otherwise provided herein, all such notices and communications shall\nbe deemed to have been received on the date of delivery thereof, if delivered\npersonally, or on the third Business Day after the mailing thereof.\n\n     18.7 Separability. Any term or provision of this Warrant which is invalid\nor unenforceable in any jurisdiction shall, as to such jurisdiction, be\nineffective to the extent of such invalidity or unenforceability without\nrendering invalid or unenforceable the terms and provisions of this Warrant or\naffecting the validity or enforceability of any of the terms or provisions of\nthis Warrant in any other jurisdiction.\n\n     18.8 Governing Law. This Warrant shall be deemed to be a contract made\nunder the laws of Connecticut and for all purposes shall be governed by and\nconstrued in accordance with the laws of such State applicable to such\nagreements made and to be performed entirely within such State.\n\n     18.9 No Rights or Liabilities as Stockholder. Nothing contained in this\nWarrant shall be determined as conferring upon the Warrantholder any rights as a\nstockholder of the Company or as imposing any liabilities on the Warrantholder\nto purchase any securities whether such liabilities are asserted by the Company\nor by creditors or stockholders of the Company or otherwise.\n\n         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by\nits duly authorized officer.\n\n                                       14\n\n\n\n\n\n\n\n\n       eUNIVERSE, INC.\n\n\n\n         By: \/s\/ Brett C. Brewer\n            -----------------------------------\n            Name: Brett C. Brewer\n            Its: Co-President\n         Date:  September 25, 2001\n\n                                       15\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7885],"corporate_contracts_industries":[9497],"corporate_contracts_types":[9560,9572],"class_list":["post-40913","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intermix-media-inc","corporate_contracts_industries-retail__electronics","corporate_contracts_types-finance","corporate_contracts_types-finance__warrant"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40913","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40913"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40913"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40913"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40913"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}