0001092388-00-000161 Sample Contracts

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NO. WARRANTS ------------- ----------- Initial Date: February 29, 2000 Warrants to Purchase Common Stock of Zeros & Ones, Inc.
Warrant Agreement • April 26th, 2000 • Zeros & Ones Inc • Blank checks

or registered assigns, is the owner of the number of Warrants set forth above, each of which represents the right, at any time commencing on the Initial Date (the "Initial Date") first above written and ending on or before 5:00 p.m., Los Angeles time, on December 31, 2002, on which date such Warrants expire, initially to purchase one share of Common Stock, no par value per share, of the Company (hereinafter called the "Common Stock") at the price of $1.83 per share (the "Warrant Price"), subject to adjustment and to the terms of this Warrant. Each such purchase is deemed effective only upon surrender of this Warrant to the Company at its office with the form of Election to Exercise duly filled in and signed, and upon payment in full to the Company of the Warrant Price (i) in cash or (ii) by certified or official bank check. This Warrant may only be exercised in conjunction with other Warrants such that only full shares of Common Stock are issued upon the simultaneous exercise of all su

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