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EXHIBIT 4.2
THIS WARRANT AND THE COMMON STOCK ISSUABLE
ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OF THE UNITED STATES OF AMERICA (THE "ACT")
AND MAY NOT BE TRANSFERRED UNTIL
(1) THE SECURITIES ARE REGISTERED
UNDER THE ACT AND A REGISTRATION THEREUNDER
HAS BECOME EFFECTIVE WITH RESPECT THERETO OR
(2) THE ISSUER RECEIVES AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT REGISTRATION UNDER THE ACT IS NOT
REQUIRED IN CONNECTION WITH SUCH PROPOSED
TRANSFER NOR IS SUCH PROPOSED TRANSFER IN VIOLATION OF
ANY APPLICABLE STATE SECURITIES LAWS.
Void after 5:00 p.m. Atlanta Time, on April 21, 2000
Warrant to Purchase ________________________ Shares of Common Stock.
REDEEMABLE WARRANT TO PURCHASE COMMON STOCK
OF
CREDIT DEPOT CORPORATION
This is to Certify That, FOR VALUE RECEIVED,
___________________________________________________________
________________________________________________________________________
("Holder"), is entitled to purchase, subject to the provisions of this Warrant,
from Credit Depot Corporation, a Delaware corporation ("Company"),
______________________ _______________________________________ (__________)
fully paid, validly issued, nonassessable shares of Common Stock, par value $
.001 per share, of the Company ("Common Stock") at a price of $2.50 per share
at any time or from time to time during the period from April 21, 1997 until
5:00 p.m., Atlanta Time on April 21, 2000, subject to the Company's right to
redeem this Warrant pursuant to Section 11 hereof. The number of shares of
Common Stock to be received upon the exercise of this Warrant and the price to
be paid for each share of Common Stock may be adjusted from time to time as
hereinafter set forth. The shares of Common Stock deliverable upon such
exercise, and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant Shares" and the exercise price of a share of Common Stock in
effect at any time and as adjusted from time to time is hereinafter sometimes
referred to as the "Exercise Price."
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SECTION 1. EXERCISE OF WARRANT.
This Warrant may be exercised in whole or in part at any time
or from time to time on or after April 21, 1997 and until April 21, 2000,
subject to the Company's right to redeem this Warrant pursuant to Section 11
hereof, (the "Exercise Period") provided, however, that (i) if either such day
is a day on which banking institutions in the State of Georgia are authorized
by law to close, then on the next succeeding day which shall not be such a day,
and (ii) in the event of a merger, consolidation or sale of all or
substantially all of the assets of the Company or other change of control
transaction (collectively, a "Change of Control Transaction"), the holders of
the Warrants shall have a right to exercise such Warrants into shares of Common
Stock immediately prior to the Change of Control Transaction at a Exercise
Price equal to the lesser of (i) the Exercise Price or (ii) the price per share
of the Common Stock Pursuant to such Change of Control Transaction. This
Warrant may be exercised by presentation and surrender hereof to the Company at
its principal office, or at the office of its stock transfer agent, if any,
with the Purchase Form annexed hereto duly executed and accompanied by payment
of the Exercise Price for the number of Warrant Shares specified in such form.
As soon as practicable after each such exercise of the warrants, but not later
than seven (7) days from the date of such exercise, the Company shall issue and
deliver to the Holder a certificate or certificate for the Warrant Shares
issuable upon such exercise, registered in the name of the Holder or its
designee. If this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver a new
Warrant, such warrant to be in substantially the same form as this Warrant,
evidencing the rights of the Holder thereof to purchase the balance of the
Warrant Shares purchasable thereunder. Upon receipt by the Company of this
Warrant at its office, or by the stock transfer agent of the Company at its
office, in proper form for exercise, the Holder shall be deemed to be the
holder of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be physically delivered to the Holder.
The Company will at no time close its transfer books against
the transfer of any shares of Common Stock issued or issuable upon the exercise
of this Warrant in any manner which interferes with the timely exercise of this
Warrant.
SECTION 2. RESERVATION OF SHARES.
The Company shall at all times reserve for issuance and/or
delivery upon exercise of this Warrant such number of shares of its Common
Stock as shall be required for issuance and delivery upon exercise of the
Warrants.
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SECTION 3. FRACTIONAL SHARES.
(A) No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant. With respect to any
fraction of a share called for upon any exercise hereof, the Company shall pay
to the Holder an amount in cash equal to such fraction multiplied by the
current market value of a share, determined as follows:
(B) If the Common Stock is listed on a national
securities exchange or admitted to unlisted trading privileges on such exchange
or listed for trading on the Nasdaq Stock Market system, the current market
value shall be the last reported sale price of the Common Stock on such
exchange or system on the last business day prior to the date of exercise of
this Warrant or if no such sale is made on such day, the average closing bid
and asked prices for such day on such exchange or system; or
(C) If the Common Stock is not so listed or admitted to
unlisted trading privileges but bid and asked prices are reported by the
National Quotation Bureau, Inc. or the OTC Bulletin Board, the current market
value shall be the mean of the last reported bid and asked prices reported by
the National Quotation Bureau, Inc. or the OTC Bulletin Board on the last
business day prior to the date of the exercise of this Warrant; or
(D) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so reported, the
current market value shall be an amount, not less than book value thereof as at
the end of the most recent fiscal year of the Company ending prior to the date
of the exercise of the Warrant, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.
SECTION 4. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
This Warrant is exchangeable, without expense, at the option
of the Holder, upon presentation and surrender hereof to the Company or at the
office of its stock transfer agent, if any, for other warrants of different
denominations entitling the holder thereof to purchase in the aggregate the
same number of shares of Common Stock purchasable hereunder. The term
"Warrant" as used herein includes any Warrants into which this Warrant may be
divided or exchanged. Upon receipt by the Company of evidence satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will execute and deliver a new Warrant of like tenor and date. Any such new
Warrant executed and delivered shall constitute an additional contractual
obligation on the part of the Company, whether or not this Warrant so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by anyone.
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SECTION 5. RIGHTS AND LIABILITIES OF THE HOLDER.
The Holder shall not, by virtue hereof, be entitled to any
rights of a shareholder in the Company, either at law or equity, and the rights
of the Holder are limited to those expressed in the Warrant and are not
enforceable against the Company except to the extent set forth herein. No
provision of this Warrant, in the absence of affirmative action by the Holder
to purchase the Warrant Shares, and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the Holder for
the Exercise Price or as a shareholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company.
SECTION 6. ADJUSTMENTS
(A) Subject to the provisions of this Section 6, the
Exercise Price in effect from time to time shall be subject to adjustment, as
follows:
(i) (a) The Exercise Price of this Warrant
shall be adjusted to a price equal to the weighted average of the price or
prices of any shares of Common Stock issued by the Company (the "Weighted
Average Price"), other than "Excluded Securities" (as defined below), on a
cumulative basis, sold by the Company on or after the date hereof; provided
that there shall be no adjustment for any Common Stock issued on or after April
16, 1998. The Weighted Average Price shall be computed by dividing (A) the sum
of the product of (i) the sales price of each such issuance of Common Stock and
(ii) the number of shares of Common Stock in each such issuance by (B) the
aggregate number of shares of such Common Stock issued; provided however that
no price adjustment which increases the Exercise price from the Exercise price
in effect immediately prior to such adjustment shall be effective as to any
holder until 20 days after written notice thereof has been furnished to the
holder. The provisions of this subsection shall not apply retroactively to any
Warrant which has been exercised prior to the date of the adjustment. No
adjustment shall be made hereunder until an aggregate of 34,000 shares of
Common Stock (other than Excluded Securities) shall have been issued by the
Company after the date hereof.
(b) In no event shall the Exercise Price
be increased above the initial Exercise Price, as otherwise adjusted pursuant
to this Section 6.
(c) Upon each adjustment of the Exercise
Price pursuant to this subsection 6(A), the total number of shares of Common
Stock purchasable upon the exercise of Warrant shall be such number of shares
(calculated to the nearest one-hundredth and pursuant to the terms of Section
3; provided, however, that in no event shall the Exercise Price increase as a
result of such rounding calculation) purchasable at the Exercise Price in
effect immediately prior to such adjustment multiplied by a fraction, the
numerator of which shall be the Exercise Price in effect immediately prior to
such adjustment and the denominator of which shall be the Exercise Price in
effect immediately after such adjustment.
(d) No adjustment in the Exercise Price
or the number of shares of Common Stock into which a Warrant may be exercised
shall be required unless such adjustment
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(plus any adjustments not previously made by reason of this paragraph (d))
would require an increase or decrease of at least 5% in the number of
shares of Common Stock into which each Warrant is then exercisable, provided,
however, that any adjustments which are not required to be made by reason of
this paragraph (d) shall be carried forward and taken into account in any
subsequent adjustment. All calculations and adjustments shall be made to the
nearest cent or to the nearest 1/100th of a share, as the case may be.
(e) In the case of the issuance of
Common Stock for cash, the consideration shall be deemed to be the amount of
cash paid therefor before deducting any reasonable discounts, commissions or
other expenses allowed, paid or incurred by this Corporation for any
underwriting or otherwise in connection with the issuance and sale thereof.
(f) In the case of the issuance of the
Common Stock for a consideration in whole or in part other than cash, the
consideration other than cash shall be deemed to be the fair value thereof as
determined in good faith by the Board of Directors.
(g) In the case of the issuance after
the Issuance Date of options to purchase or rights to subscribe for Common
Stock, securities by their terms convertible into or exchangeable for Common
Stock or options to purchase or rights to subscribe for such convertible or
exchangeable securities, the following provisions shall apply for all purposes
of this subsection 6(A)(i) and subsection 6(A)(ii):
(1) The aggregate maximum number of
shares of Common Stock deliverable upon exercise
(assuming the satisfaction of any conditions to
exercisability, including without limitation, the
passage of time, but without taking into account
potential anti-dilution adjustments) of such options
to purchase or rights to subscribe for Common Stock
shall be deemed to have been issued at the time such
options or rights were issued and for a consideration
(determined in the manner provided in subsections
6(A)(i)(e) and 6(A)(i)(f)), if any, received by the
Corporation upon the issuance of such options or
rights plus the minimum exercise price provided in
such options or rights (without taking into account
potential anti-dilution adjustments) for the Common
Stock covered thereby.
(2) The aggregate maximum number of
shares of Common Stock deliverable upon conversion of
or in exchange for (assuming the satisfaction of any
conditions to convertibility or exchangeability,
including, without limitation, the passage of time,
but without taking into account potential
anti-dilution adjustments) any such convertible or
exchangeable securities or upon the exercise of
options to purchase or rights to subscribe for such
convertible or exchangeable securities and subsequent
conversion or exchange thereof, shall be deemed to
have been issued at the time such securities were
issued or such options or rights were issued and for
a consideration equal to the
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consideration, if any, received by the
Corporation for any such securities and related
options or rights (excluding any cash received on
account of accrued interest or accrued dividends),
plus the minimum additional consideration, if any, to
be received by the Corporation (without taking into
account potential anti-dilution adjustments) upon the
conversion or exchange of such securities or the
exercise of any related options or rights (the
consideration in each case to be determined in the
manner provided in subsections 6(A)(i)(e) and
6(A)(i)(f)).
(3) In the event of any change in the
number of shares of Common Stock deliverable or in
the consideration payable to the Corporation upon
exercise of such options or rights or upon conversion
of or in exchange for such convertible or
exchangeable securities (excluding a change resulting
solely from the anti-dilution provisions thereof if
such change results from an event which gives rise to
an anti-dilution adjustment under this subsection
6(A)), the Exercise Price of the Warrants, to the
extent in any way affected by or computed using such
options, rights or securities, shall be recomputed to
reflect such change, but no further adjustment shall
be made for the actual issuance of Common Stock or
any payment of such consideration upon the exercise
of any such options or rights or the conversion or
exchange of such securities.
(4) Upon the expiration of any such
options or rights, the termination of any such
rightsto convert or exchange or the expiration of any
options or rights related to such convertible or
exchangeable securities, the Exercise Price of the
Warrants, to the extent in any way affected by or
computed using such options, rights or securities or
options or rights related to such securities, shall
be recomputed to reflect the issuance of only the
number of shares of Common Stock (and convertible or
exchangeable securities which remain in effect)
actually issued upon the exercise of such options or
rights, upon the conversion or exchange of such
securities or upon the exercise of the options or
rights related to such securities.
(5) The number of shares of Common Stock
deemed issued and the consideration deemed paid
therefor pursuant to subsections 6(A)(i)(g)(1) and
(2) shall be appropriately adjusted to reflect any
change, termination or expiration of the type
described in either subsection 6(A)(i)(g)(3) or (4).
(6) Notwithstanding the provisions of
subsections 6(A)(i)(g)(1)-(5) above, in the event
that on or after the date hereof the Company issues
any options to purchase or rights to subscribe for
Common Stock, securities by their terms convertible
into or exchangeable for Common Stock or options to
purchase or rights to subscribe for such convertible
or exchangeable
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securities, if the conversion or exercise price
is not then determinable or is based on future
events, such shares of Common Stock shall not be
deemed to be issued until the price is determinable
or such event has occurred and the conversion or
exercise price shall be subject to adjustment
pursuant to subsection 6(A)(i) above as a result of
any such issuance occurring prior to April 16, 1998
at the time of such determination or the occurrence
of such event even if the price is determined or such
event occurs after such date.
(ii) The following issuances of Common Stock
("Excluded Securities") shall be excluded from the adjustments set forth in
this Section 6(A):
(a) shares of capital stock issued
pursuant to a stock dividend or a stock split or other subdivision or
recombination of shares;
(b) Common Stock issued upon exercise
of any warrants, options or other securities outstanding at the date hereof;
(c) securities issued by the
Corporation in an underwritten public offering at not less than 87.5% of the
then effective Exercise Price;
(d) securities issued pursuant to the
direct or indirect bona fide acquisition by the Corporation of any Person,
whether by merger, purchase of stock, purchase of assets or otherwise;
(e) securities issued upon exercise,
conversion or exchange of capital stock, rights, options or subscription calls,
warrants or other securities;
(f) Common Stock or options to
purchase Common Stock issued to officers, directors or employees of or
consultants to the Corporation pursuant to any compensation agreement, plan or
arrangement or the issuance of Common Stock upon the exercise of any such
options; and
(g) securities issued in connection
with bona fide loans or warehouse facilities with banks, trust companies or
other financial institutions regularly engaged in the business of making
commercial loans.
(iii) In case the Company shall (a) issue Common
Stock as a dividend or distribution on any class of the capital stock of the
Company, (b) split or otherwise subdivide its outstanding Common Stock, (c)
combine the outstanding Common Stock into a smaller number of shares, or (d)
issue by reclassification of its Common Stock (except in the case of a merger,
consolidation or sale of all or substantially all of the assets of the Company
as set forth in paragraph 6(A)(iv) below) any shares of the capital stock of
the Company, any shares of the capital stock of the Company, the Exercise Price
in effect on the record date for any stock dividend or the effective date of
any such other event shall be increased (or decreased in the case of a reverse
stock split) so
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that the holder of each Warrant shall thereafter be entitled to receive, upon
the exercise of such Warrant, the number of shares of Common Stock or other
capital stock which it would own or be entitled to receive immediately after
the happening of any of the events mentioned above had such Warrant been
exercised immediately prior to the close of business on such record date or
effective date. The adjustments herein provided shall become effective
immediately following the record date for any such stock dividend or the
effective date of any such other events. There shall be no reduction in the
Exercise Price in the event that the Company pays a cash dividend.
(B) If the Company does not file a registration statement
with the United States Securities and Exchange Commission (the "SEC") pursuant
to the Act (the "Registration Statement"), as provided in Paragraph 7 of the
Stock Purchase Agreement, to register the shares of Common Stock underlying the
Warrants within the 180 day period following the Final Closing and such
Registration Statement is not declared effective by the SEC within 270 days
after the Final Closing, the Exercise Price shall be reduced at a rate of 2%
per month, or any part thereof, up to a maximum reduction of 24%, until the
Registration Statement is filed and/or declared effective, as applicable.
SECTION 7. OFFICER'S CERTIFICATE.
Whenever the Exercise Price shall be adjusted as required by
the provisions of the foregoing Section, the Company shall forthwith file in
the custody of its Secretary or an Assistant Secretary at its principal office
and with its stock transfer agent, if any, an officer's certificate showing the
adjusted Exercise Price determined as herein provided, setting forth in
reasonable detail the facts requiring such adjustment, including a statement of
the number of additional shares of Common Stock, if any, and such other facts
as shall be necessary to show the reason for and the manner of computing such
adjustment. Each such officer's certificate shall be made available at all
reasonable times for inspection by the Holder or any holder of a Warrant
executed and delivered pursuant to Section 1 and the Company shall, forthwith
after each such adjustment, mail a copy by certified mail of such certificate
to the Holder or any such holder.
SECTION 8. REGISTRATION RIGHTS
The holder of this Warrant shall have the registration rights
governing the shares of Common Stock underlying the Warrants as set forth in
the Preferred Stock Agreement dated April 21, 1997 ("Purchase Agreement") by
and among the Company and Taglich Brothers, D'Angleo, Xxxxxx & Company,
Incorporated, either on its own behalf or on behalf of other purchasers, and
the Investors listed on Exhibit A thereto. Such registration rights are
incorporated herein by reference as if such provisions had been set forth
herein in full.
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SECTION 9. NOTICES TO WARRANT HOLDERS.
So long as this Warrant shall be outstanding, (i) if the
Company shall pay any dividend or make any distribution upon the Common Stock,
(ii) if the Company shall offer to the holders of its Common Stock rights to
subscribe for, purchase, or exchange property for any shares of any class of
stock, or any other rights or options or (iii) if any capital reorganization of
the Company, reclassification of the capital stock of the Company,
consolidation or merger of the Company with or into another corporation, sale,
lease or transfer of all or substantially all of the property and assets of the
Company to another corporation, or voluntary or involuntary dissolution,
liquidation or winding up of the Company shall be effected, then in any such
case, the Company shall cause to be mailed by certified mail to the Holder, at
least fifteen days prior to the date specified in (x) or (y) below, as the case
may be, a notice containing a brief description of the proposed action and
stating the date on which (x) a record is to be taken for the purpose of such
dividend, distribution or subscription rights, or (y) such reclassification,
reorganization, consolidation, merger, conveyance, lease, dissolution,
liquidation or winding up is to take place and the date, if any is to be fixed,
as of which the holders of Common Stock or other securities shall receive cash
or other property deliverable upon such reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up.
SECTION 10. RECLASSIFICATION, REORGANIZATION OR MERGER.
In case of any reclassification, capital reorganization or
other change of outstanding shares of Common Stock of the Company, or in case
of any consolidation or merger of the Company with or into another corporation
(other than a merger with a subsidiary in which merger the Company is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock of
the class issuable upon exercise of this Warrant) or in case of any sale, lease
or conveyance to another corporation of the property of the Company as an
entirety (collectively such actions being hereinafter referred to as
"Reorganizations"), the Company shall, as a condition precedent to such
Reorganization transaction, cause effective provisions to be made so that the
Holder shall have the right thereafter by exercising this Warrant at any time
prior to the expiration of the Warrant, to receive in lieu of the number of
shares of Common Stock otherwise deliverable, the kind and amount of shares of
stock and other securities and property receivable upon such Reorganization by
a holder of the number of shares of Common Stock which might have been
purchased upon exercise of this Warrant immediately prior to such
Reorganization. Any such provision shall include provision for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. The foregoing provisions of this Section 9 shall
similarly apply to successive Reorganizations.
SECTION 11. REDEMPTION.
(A) At any time, on not less than thirty (30) days notice,
commencing thirty (30) days after a registration statement with the United
States Securities and Exchange Commission (the "SEC"), as provided in Paragraph
7 of the Stock Purchase Agreement, registering the shares of Common Stock
underlying the Warrants (the "Registration Statement") is declared effective
under
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the Act, this Warrant may be redeemed, at the option of the Company, at a
redemption price of $0.01 per Warrant, provided the market price of the Common
Stock receivable upon exercise of such Warrant shall exceed two hundred percent
(200%) per share of the Warrant Exercise Price (the "Target Price") and
provided further that on the effective date of the redemption a registration
statement relating to the issuance of the Common Stock on exercise of the
Warrant shall be effective and current under the Securities Act of 1933, as
amended.
(B) The notice of redemption shall specify (i) the
redemption price, (ii) the date fixed for redemption, (iii) the place where the
Warrant shall be delivered and the redemption price paid, (iv) that the right
to exercise the Warrant shall terminate at 5:00 P.M. (Atlanta time) on the
business day immediately preceding the date fixed for redemption, and (v) the
Company's calculation demonstrating that the Target Price is met. The date
fixed for the redemption of the Warrant shall be the Redemption Date. No
failure to send the notice in accordance with Section 11(A) nor any defect
therein or in the sending of such notice shall affect the validity of the
proceedings for such redemption except as to a holder (x) to whom notice was
not sent or (y) whose notice was defective. An affidavit of the Company that
notice of redemption has been sent in accordance with Section 11(A) shall, in
the absence of fraud, be prima facie evidence of the facts stated therein.
(C) Any right to exercise this Warrant shall terminate
at 5:00 P.M. (Atlanta time) on the business day immediately preceding the
Redemption Date. On and after the Redemption Date, the Holder of the Warrant
shall have no further rights except to receive, upon surrender of the Warrant,
the Redemption Price.
(D) From and after the Redemption Date, the Company
shall, at the place specified in the notice of redemption, upon presentation
and surrender to the Company by or on behalf of the Holder thereof of one or
more Warrants to be redeemed, deliver or cause to be delivered to or upon the
written order of such Holder a sum in cash equal to the redemption price of
each such Warrant. From and after the Redemption Date such Warrants shall
expire and become void and all rights hereunder, except the right to receive
payment of the redemption price, shall cease.
(E) If any event set forth in Section 6 has occurred,
the Target Price shall be proportionally adjusted by the ratio which the total
number of shares of Common Stock outstanding immediately prior to such event
bears to the total number of shares of Common Stock to be outstanding
immediately after such event.
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SECTION 12. ISSUE TAX.
The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the Holder for any
issuance tax in respect thereof.
SECTION 13. GOVERNING LAW.
This Warrant shall be governed by and construed and enforced
in accordance with the laws of the State of Georgia.
SECTION 14. MISCELLANEOUS
(A) Approvals. If this Warrant or any shares of
Common Stock issuable hereunder require declaration, qualifications or
registration with or approval of any governmental official or authority (other
than registration under the 1933 Act, but not including declaration,
qualification or registration under any blue sky law that the holder hereof may
request) before this Warrant or shares of Common Stock issued pursuant hereto
may be issued, the Company shall at its sole cost and expense take all
requisite action in connection with such declaration, qualification,
registration or approval and shall use its best efforts to cause such shares of
Common Stock or this Warrant, or both, to be duly declared, qualified,
registered or approved as may be required.
(B) 1934 Act Reports; Information. The Company agrees
to use its best efforts to file timely all reports required to be filed by it
pursuant to Section 13 or 15 of the Securities Exchange Act of 1934, as amended
("1934 Act") and to provide such information as will permit the registered
holder to sell any shares of Common Stock acquired upon exercise of this
Warrant in accordance with Rule 144 under the 1934 Act.
CREDIT DEPOT CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxx, President
[SEAL]
Dated: As of April 21, 1997
Attest:
-------------------
Assistant Secretary
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XXXXXXXX FORM
Dated _____________, 19__
The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing ___ _____________ shares of Common
Stock and hereby makes payment of $ _________________ in payment of the actual
exercise price thereof.
__________
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name
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