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Sample Business Contracts

Warrant to Purchase Common Stock - Inmark Enterprises Inc. and Herbert M. Gardner

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                  THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF
HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE
SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE SECURITIES  THEREFORE MAY NOT
BE SOLD OR OTHERWISE ASSIGNED WITHOUT REGISTRATION UNDER SUCH ACT AND APPLICABLE
STATE LAW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.


                                     WARRANT
                           to Purchase Common Stock of
                            INMARK ENTERPRISES, INC.


         THIS CERTIFIES THAT, for value received,

                               HERBERT M. GARDNER

the holder or registered assigns (the  "Warrantholder")  is entitled to purchase
from Inmark Enterprises,  Inc., a Delaware  corporation (the "Company"),  at any
time  during  the  five  (5)  year  period   commencing  on  May  1,  1997  (the
"Commencement  Date"),  Thirty Thousand  (30,000) shares of the Company's Common
Stock, par value $.001 per share (the "Common Shares"),  at an exercise price of
$5.00 per share, in lawful money of the United States of America.  The number of
Common Shares purchasable  hereunder and the exercise price therefor are subject
to adjustment  from time to time as  hereinafter  set forth.  This Warrant shall
expire on the Expiration Date.

                                    SECTION 1
                                   DEFINITIONS
                                   -----------

                  For all purposes of this Warrant,  the  following  terms shall
have the meanings indicated:

                  "Barrett Warrant Shares" shall mean the Common Shares issuable
by the Company upon exercise of that certain Warrant to Purchase Common Stock of
the  Company,  dated as of May 1,  1997,  granted  by the  Company to William J.
Barrett (the "Barrett Warrant Shares").

                  "Commencement Date" shall be May 1, 1997.

                  "Commission"   shall   mean  the   Securities   and   Exchange
Commission, or any other federal agency then administering the Securities Act of
1933, as amended.

                  "Common  Shares"  shall mean shares of the Common  Stock,  par
value $.001 per share, of the Company.

                  "Company" shall mean Inmark Enterprises, Inc., a Delaware
corporation.

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                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended,  or any successor federal statute,  and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.

                  "Exercise  Price" shall mean the  exercise  price of $5.00 per
share or such  exercise  price as  adjusted  from time to time  pursuant  to the
provisions hereof.

                  "Expiration Date" shall mean April 30, 2002.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended, or any successor federal statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

                  "Transfer" as used in Section 4 shall include any  disposition
of any  Warrants,  or of any  interest  therein  which would  constitute  a sale
thereof within the meaning of the Securities Act.

                  "Warrant  Shares"  shall mean the  aggregate  number of Common
Shares issuable by the Company upon the exercise of this Warrant.

                  "Warrantholder" shall mean the owners of the Warrant issued
hereby.

                  All terms used in this  Warrant  which are not defined in this
Section 1 shall have the meanings  respectively set forth therefor  elsewhere in
this Warrant.

                                    SECTION 2
                               EXERCISE OF WARRANT
                               -------------------

                  A. Method of Exercise. To exercise this Warrant in whole or in
part, the registered holder hereof shall complete the Subscription Form attached
hereto (specifying the number of Common Shares as to which this Warrant is being
exercised) and deliver to the Company at its principal  executive  office, or to
the stock transfer agent of the Company at its principal  executive office,  the
Subscription  Form,  this  Warrant  and  payment in an amount  equal to the then
aggregate  Exercise Price of the Common Shares being  purchased.  Payment of the
aggregate  Exercise Price shall be made in cash (by certified  check or official
bank check) payable to the order of the Company. In the alternative,  the holder
may  exercise  its right to receive  Warrant  Shares on a net  basis,  such that
without the  exchange of any funds,  the holder  receives  that number of Common
Shares otherwise  issuable upon the exercise of this Warrant less that number of
Warrant Shares having a fair market value equal to the aggregate  Exercise Price
that would  otherwise  have been paid by the holder of the Warrant  Shares.  For
purposes  of the  preceding  sentence,  (i) "fair  market  value" of the Warrant
Shares shall be the Market Price of the Warrant  Shares on the date  immediately
preceding the date of payment of the Exercise  Price and (ii) "Market  Price" at
any date shall be deemed to be the last reported sale price of the Common Shares
(if such Market Price is being calculated for

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the Common  Shares) or if no such  reported  sale takes  place on such day,  the
average of the last reported sale prices for the last three (3) trading days, in
either case as officially reported by the principal securities exchange on which
the  Common  Shares are listed or  admitted  to trading or by NASDAQ,  or if the
Common  Shares are not  listed or  admitted  to  trading on any such  securities
exchange or quoted by NASDAQ,  the average closing bid price as furnished by the
National  Quotation  Bureau  or a  similar  organization  if NASDAQ is no longer
reporting such  information,  or if such information is no longer being provided
with respect to the Common  Shares,  then as determined in good faith by written
resolution  of  the  Board  of  Directors  of the  Company,  based  on the  best
information available to it.

                  B.  Delivery  of  Certificates.  Upon  receipt  of  the  items
specified in subsection A of this Section 2, the Company  shall,  as promptly as
practicable, and in any event, within ten (10) business days thereafter, execute
or cause to be  executed  and deliver to the  Warrantholder,  a  certificate  or
certificates  representing  the aggregate  number of Common Shares  specified in
said  Subscription  Form.  Each  certificate  so  delivered  shall  be  in  such
denomination  as reasonably may be requested by the  Warrantholder  and shall be
registered  in the  name of the  Warrantholder  or in the  name  of  such  other
Warrantholder as shall be designated by the Warrantholder.  If the Warrantholder
elects to transfer the Warrants to such other  Warrantholder,  the Warrantholder
will  provide  such  evidence  (including  an opinion  from  counsel  reasonably
acceptable  to the Company) as is  necessary  to establish  that the issuance of
Warrant  Shares to such other  Warrantholder  may be made  without  registration
under the Securities Act (unless an appropriate  registration statement covering
the Warrant  Shares has been ordered  effective by the Commission and remains in
effect).  If this Warrant shall have been  exercised  only in part,  the Company
shall, at the time of delivery of said certificate or  certificates,  deliver to
the  Warrantholder a new Warrant  evidencing the right of the  Warrantholder  to
purchase the remaining Common Shares covered by this Warrant.  The Company shall
pay all  expenses,  taxes and  other  charges  payable  in  connection  with the
preparation,  execution and delivery of certificates pursuant to this Section 2,
including  certificates  to be  issued  to such  Warrantholders  as shall be the
initial  Warrantholders.  Thereafter,  in the event that  certificates  shall be
registered in the name of a person other than the initial  Warrantholder,  funds
sufficient  to pay all transfer  taxes which shall be payable upon the execution
and  delivery  of  such  certificate  or  certificates  shall  be  paid  by  the
Warrantholder  to the  Company  at the time of  delivering  this  Warrant to the
Company as mentioned above.

                  C.  Transfer  Restriction  Legend.  Each  certificate  for the
Warrant Shares (unless at the time of exercise the Warrant Shares have been sold
pursuant to a registration  statement  under the Securities  Act) shall bear the
following legend on the face thereof:

                  "The transfer of the securities  represented hereby is subject
         to the restrictions set forth in Section 4 of Warrant No. , dated as of
         , and  delivered  to the  original  holder  hereof,  a copy of which is
         available for inspection at the office of the Company,  and no transfer
         of such  securities  shall be valid or  effective  unless and until the
         terms and conditions of said Section 4 of said Warrant shall have

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         been  complied  with.  The  shares  represented  hereby  have  not been
         registered  under the  Securities  Act of 1933, as amended,  and may be
         offered or sold only if  registered  pursuant to the  provisions of the
         Securities Act or if an exemption from registration is available."

                  D. Acknowledgement of Continuing Obligation.  Upon the request
of the Warrantholder at the time of the exercise of this Warrant, in whole or in
part, the Company will acknowledge in writing its continuing  obligation to such
Warrantholder  in  respect  of the  rights  to which  such  Warrantholder  shall
continue to be entitled  after such  exercise in  accordance  with this Warrant,
provided,  however,  that the  failure  of such  Warrantholder  to make any such
request  shall not  affect  the  continuing  obligation  of the  Company  to the
Warrantholder in respect of such rights.

                  E.  Character of Warrant  Shares.  All Common Shares  issuable
upon the  exercise  of this  Warrant,  when  paid for in  accordance  with  this
Warrant, shall be duly authorized,  validly issued, fully paid and nonassessable
Common Shares of the Company.

                                    SECTION 3
                            OWNERSHIP OF THIS WARRANT
                            -------------------------

                  A. Persons Deemed  Owners.  The Company may deem and treat the
person in whose name this Warrant is  registered  as the holder and owner hereof
(notwithstanding  any  notations of  ownership or writing  hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration of transfer
as provided in this Section 3.

                  B.  Exchange,  Transfer  and  Replacement.   This  Warrant  is
exchangeable,  upon the surrender hereof by the  Warrantholder to the Company at
its office or to the stock transfer agent of the Company at its office,  for new
Warrants of like tenor  representing in the aggregate the right to purchase such
number of Common  Shares as shall be equal to the  number of Common  Shares  set
forth on the face of this Warrant. Subject to Section 4 hereof, this Warrant and
all rights  hereunder are transferable in whole or in part upon the books of the
Company by the Warrantholder in person or by duly authorized attorney, and a new
Warrant  shall be made and  delivered by the Company,  of the same tenor as this
Warrant but  registered in the name of the  transferee,  upon  surrender of this
Warrant  duly  endorsed  to the  Company at its office or to the stock  transfer
agent of the  Company at its office on or after such date.  Upon  receipt by the
Company  of  evidence  reasonably   satisfactory  to  it  of  the  loss,  theft,
destruction  or  mutilation  of this  Warrant,  and,  in case of loss,  theft or
destruction,  of indemnity or security  reasonably  satisfactory to it, and upon
surrender and cancellation of this Warrant, if mutilated,  the Company will make
and deliver a new Warrant of like tenor,  in lieu of this Warrant.  This Warrant
shall be  promptly  cancelled  by the  Company  upon  the  surrender  hereof  in
connection with any exchange, transfer or replacement. The Company shall pay all
expenses, taxes (other than stock transfer taxes) and other charges payable in

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connection with the preparation,  execution and delivery of Warrants pursuant to
this Section 3.

                                    SECTION 4
                      RESTRICTIONS ON EXERCISE AND TRANSFER
                      -------------------------------------

                  A. General.  Notwithstanding any provisions  contained in this
Warrant to the contrary,  this Warrant shall not be exercisable or  transferable
except upon the  conditions  specified in this Section 4, which  conditions  are
intended,  among other things,  to insure  compliance with the provisions of the
Securities  Act in  respect  of the  exercise  or  transfer  of such  Warrant or
transfer of such Warrant Shares.  The Warrantholder  agrees that it will not (i)
transfer  this Warrant prior to delivery to the Company of an opinion of counsel
as described in subsection B of this Section 4, (ii) exercise this Warrant prior
to delivery to the Company of an opinion of counsel as described in subsection B
of this  Section 4, or (iii)  transfer  Warrant  Shares prior to delivery to the
Company of an opinion of counsel as described in subsection B of this Section 4,
or until registration of such Warrant Shares under the Securities Act has become
effective  provided that such  registration  statement  remains effective at the
time of such transfer.

                  B. Notice of  Intention  to Exercise or  Transfer:  Opinion of
Counsel. The Warrantholder agrees that prior to any exercise or transfer of this
Warrant,  the  Warrantholder  will give  written  notice to the  Company  of its
intention to effect such exercise or such  transfer.  The  following  provisions
shall then apply:

                           1. If there shall have been  delivered to the Company
an opinion of counsel selected by the  Warrantholder as shall be approved by the
Company (which approval shall not be unreasonably  withheld), to the effect (and
in form and substance  acceptable to the Company) that the proposed  exercise or
transfer of this  Warrant or the  proposed  transfer  of the  Warrant  Shares in
accordance  with the intended  method of disposition  specified in the notice to
the Company may be effected  without  registration  under the Securities Act and
applicable state  securities laws, then the  Warrantholder of this Warrant shall
be  entitled  to exercise or  transfer  this  Warrant or transfer  such  Warrant
Shares,  as the  case  may  be,  in  accordance  with  the  intended  method  of
disposition  specified  in the notice  delivered  by such  holder to the Company
without   registration  in  reliance  on  an  exemption  from  the  registration
provisions of federal and state securities laws.

                           2. If an opinion of such  Warrantholder's  counsel to
the  effect  described  in Clause (1) of this  subsection  B shall not have been
delivered to the Company,  the  Warrantholder  shall not be entitled to transfer
this Warrant,  and shall not be entitled to exercise this Warrant or to transfer
such Warrant Shares, as the case may be, until registration under the Securities
Act of such Warrant Shares, as the case may be, is effective.


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                  C.  Registration  Rights.  The  Warrantholder  shall  have the
following piggyback registration rights, excluding registration statements filed
under Commission Forms S-4 and S-8 and any successor forms thereto:

                           1. If the Company shall intend to file a registration
statement,  then the  Warrantholder  and any  successor  Warrantholders  and the
initial  Holder and the first and second  transferee  of the Warrant  Shares (it
being acknowledged that no transferee of the Warrant Shares following the second
transfer shall be entitled to the rights provided under this Section 4C(1),  and
that an  affiliate of the initial  Holder  shall not be deemed a transferee  for
this  purpose)  shall  have the right to  piggyback  the  Warrant  Shares in the
registration statement,  provided that after the Company delivers written notice
by registered  mail of its intention to file a registration  statement under the
Securities  Act,  the holders  must  respond  affirmatively  within  thirty (30)
business days after delivery of such notice.  In connection  with this piggyback
registration right, the Company shall bear all expenses attendant to registering
such  securities  (other  than the cost of counsel to selling  stockholders  and
underwriting discounts and commissions, except as prohibited by Blue Sky laws).

                           2.  If,  in  the  sole   judgment  of  the   managing
underwriter of any public  offering by the Company,  the amount of securities to
be registered  pursuant to the aforementioned  piggyback rights of Section 4C(1)
hereof  shall be  determined  to be, in the  aggregate,  an amount  which  would
adversely affect the success of the Company's registration of its securities for
its own account,  then,  as to the amount of Common  Shares to be  registered on
behalf of persons  other than the Company and the Warrant  Shares to be included
in the registration  statement,  such persons shall agree to delay the offer and
sale of such Warrant  Shares for a period of forty-five  (45) days from the date
of  completion  of  the  underwritten   distribution  of  the  securities  being
registered  for the account of the  Company;  provided,  that no other  security
holder may sell  securities  owned by it in such  underwritten  offering.  3. If
Herbert M. Gardner ("Gardner"), as the Warrantholder, has not previously had the
opportunity  to  exercise  piggyback  registration  rights  with  respect to the
Warrant Shares, then Gardner and William J. Barrett ("Barrett"), jointly but not
individually, shall have the right, exercisable by written notice to the Company
executed by Gardner and Barrett,  to have the Company  prepare and file with the
Commission,  on one occasion, a registration statement and such other documents,
including  a  prospectus,  covering  all,  but not less than all, of the Warrant
Shares and the Barrett  Warrant  Shares,  as may be  necessary in the opinion of
counsel  for the  Company,  in  order  to  comply  with  the  provisions  of the
Securities Act, so as to permit a public offering and sale of the Warrant Shares
and the Barrett  Warrant  Shares by Gardner and Barrett for the period set forth
in Section 4D(1) hereof.  Gardner and Barrett, on the one hand, and the Company,
on the other hand, shall each bear fifty percent (50%) of the expenses attendant
to registering such securities  (provided,  however,  that each party shall bear
the cost of its own counsel  and that  Gardner  and  Barrett  shall  jointly and
severally bear the cost of any underwriting discounts and commissions).


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                  D. Company's Obligations in Registration.  If and whenever the
Company  is  required  by  the  provisions  of  this  Section  4 to  effect  the
registration of the Warrant Shares under the Securities Act, the Company will:

                           1.   Prepare   and  file   with  the   Commission   a
registration  statement with respect to all outstanding Warrant Shares and cause
such  registration  statement  to  become  effective  and file  such  amendments
necessary to maintain the  effectiveness  of the  registration  statement  for a
period of not less  than one (1)  year,  except  that the  Company  shall not be
required to keep such registration  statement effective,  or to prepare and file
any amendments or supplements  thereto after the period of  distribution  of the
registered securities has been completed;

                           2.  Furnish  to the  holders  for whom  such  Warrant
Shares are  registered  or are to be  registered  such  numbers of copies of the
preliminary   prospectus  included  in  such  registration   statement  and  the
prospectus  included in such  registration  statement  at the time it is ordered
effective by the Commission as such holders may  reasonably  request in order to
facilitate the disposition of the registered securities;

                           3. Use reasonable  efforts to register or qualify the
Warrant  Shares  covered  by  such  registration   statement  under  such  other
securities or Blue Sky laws of such jurisdictions as the Warrantholders for whom
the Warrant  Shares are  registered  or are to be  registered  shall  reasonably
request,  provided,  however,  that the  Company  will not be  required  to: (i)
qualify  generally  to do  business  in any  jurisdiction  where it would not be
required to do so but for this Clause 3; (ii) subject itself to taxation in such
jurisdiction;  (iii) consent to general service of process; (iv) register in any
state requiring, as a condition to registration,  the escrow or surrender of any
Company securities held by any security holder; and (v) incur expenses exceeding
$10,000 in the aggregate, in connection with such registration or qualification;
and

                           4. Notify each  holder for whom such  Warrant  Shares
are registered or are to be registered covered by such registration  statements,
at any time when a prospectus relating thereto is required to be delivered under
the  Securities  Act,  of the  happening  of any  event as a result of which the
prospectus included in such registration  statement, as then in effect, includes
an untrue  statement  of a  material  fact or omits to state any  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in the light of the circumstances  then existing,  and at the request
of any such holder,  prepare and furnish to such holder a  reasonable  number of
copies of a supplement to or an amendment of such prospectus as may be necessary
so that, as thereafter  delivered to the  purchasers  of such  securities,  such
prospectus  shall not include an untrue  statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statement  therein  not  misleading  in  the  light  of the  circumstances  then
existing,  provided  that no such  supplement  or amendment  need be filed after
distribution of the registered securities has been completed.


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                  E.  Information  From  Warrantholders.  Notices  and  requests
delivered  by  Warrantholders  to the Company  pursuant to this  Section 4 shall
contain such  information  regarding the Warrant and the Warrant  Shares and the
intended method of disposition of the Warrant Shares and such other  information
regarding the  Warrantholders  as shall reasonably be required by counsel to the
Company  in  order  to  appropriately   disclose   matters   pertaining  to  the
Warrantholders in the registration statement.

                  F. Company's Indemnification. In the event of any registration
under the Securities  Act of any Warrant Shares  pursuant to this Section 4, the
Company  hereby  agrees  to  indemnify  and  hold  harmless  each  Warrantholder
disposing of such  Warrant  Shares and each other  person,  if any, who controls
such  Warrantholder  within  the  meaning of the  Securities  Act and each other
person  (including  underwriters)  who  participates  in the  offering  of  such
underlying securities, against any losses, claims, damages or liabilities, joint
or several,  to which such  Warrantholder or controlling person or participating
person may become subject under the  Securities  Act or otherwise,  in so far as
such losses,  claims, damages or liabilities (or proceedings in respect thereof)
arise out of or are based upon any untrue  statement or alleged untrue statement
of  any  material  fact  contained,  on  the  effective  date  thereof,  in  any
registration statement under which such Warrant Shares were registered under the
Securities  Act, in any  preliminary  prospectus or final  prospectus  contained
therein, or in any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will  reimburse  such  Warrantholder  and each  such  controlling  person or
participating  person for any legal or any other expenses reasonably incurred by
such  Warrantholder  or such  controlling  person  or  participating  person  in
connection with investigating or defending any such loss,  damage,  liability or
proceeding;  provided,  however, that the Company will not be liable in any such
case to the extent that any such loss, claim,  damage or liability arises out of
or is based upon an untrue  statement or alleged untrue statement or omission or
alleged omission made in such registration statement,  said preliminary or final
prospectus  or said  amendment or  supplement in reliance upon and in conformity
with written information  furnished to the Company by such Warrantholder or such
controlling or participating person, as the case may be, specifically for use in
the preparation thereof.

                  G. Warrantholder's Indemnification. It shall be a condition of
the Company's  obligation under this Section 4 to effect any registration  under
the  Securities  Act that there  shall  have been  delivered  to the  Company an
agreement or  agreements  duly executed by each  Warrantholder  for whom Warrant
Shares are to be registered,  whereby such Warrantholder agrees to indemnify and
hold harmless the Company,  each other person  referred to in subparts (1), (2),
(3)  and  (5)  of  Section  11(a)  of the  Securities  Act in  respect  of  such
registration statement and each other person, if any, which controls the Company
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which the Company may become subject under the
Securities  Act or otherwise,  but only to the extent that such losses,  claims,
damages or liabilities (or  proceedings in respect  thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of

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any material fact contained,  on the effective date thereof, in any registration
statement under which such Warrant Shares were  registered  under the Securities
Act, in any preliminary  prospectus or final prospectus  contained therein or in
any  amendment  or  supplement  thereto  or arise out of or are  based  upon the
omission or the alleged omission to state therein a material fact required to be
stated  therein or  necessary  to make the  statements  therein not  misleading,
which,  in each such  statement,  said  preliminary or final  prospectus or said
amendment or  supplement  in reliance  upon,  and in  conformity  with,  written
information furnished to the Company by such Warrantholder  specifically for use
in the preparation thereof.

                  H. Rule 144  Reporting.  With a view to making  available  the
benefits of certain rules and regulations of the Commission which may permit the
sale of the  Warrant  Shares to the public  without  registration,  the  Company
agrees to:

                           (1) Make and keep  public  information  available  as
those terms are understood and defined in Rule 144 under the Securities  Act, at
all times from and after ten (10) days following the effective date of the first
registration  under the  Securities  Act filed by the Company for an offering of
its securities to the public;

                           (2)  Take  such  action,   including   the  voluntary
registration  of its Common Stock under  Section 12 of the  Exchange  Act, as is
reasonably  necessary  to enable  the  Warrantholders  to utilize  Form S-2,  if
available,  or Form S-3 for the sale of the  Warrant  Shares,  such action to be
taken  immediately after the first  registration  statement filed by the Company
for the offering of its securities to the general public is declared effective;

                           (3) File with the  Commission  in a timely manner all
reports and other documents required of the Company under the Securities Act and
the  Exchange  Act at any time  after it has become  subject  to such  reporting
requirements; and

                           (4)  Furnish  to the  Warrantholders  forthwith  upon
request  a  written  statement  by the  Company  as to its  compliance  with the
reporting  requirements  of Rule 144 and of the  Securities Act and the Exchange
Act, a copy of the most recent  annual or quarterly  report of the Company,  and
such other reports and documents so filed as the Warrantholder shall be required
to have to avail itself of any rule or  regulation of the  Commission  allowing,
the Warrantholder to sell any such securities without registration.

                                    SECTION 5
                            ANTI-DILUTION PROVISIONS
                            ------------------------

                  A. Adjustment of Exercise  Price.  The Exercise Price shall be
subject  to  adjustment  from time to time as  hereinafter  provided.  Upon each
adjustment of the Exercise Price, the Warrantholder shall thereafter be entitled
to purchase, at the Exercise Price resulting from such adjustment, the number of
Warrant Shares obtained by multiplying the Exercise Price in effect  immediately
prior to such adjustment by the number of Warrant Shares

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<PAGE>



purchasable  pursuant hereto  immediately  prior to such adjustment and dividing
the product thereof by the Exercise Price resulting from such adjustment.

                  B.  Exercisable  Price  Adjustment  Formulas.  If and whenever
after the date of this  Warrant,  the  Company  shall  issue or sell any  Common
Shares   (except  as  provided  in  Subsection  H  of  this  Section  5)  for  a
consideration per share less than the Exercise Price in effect immediately prior
to the time of issue or sale, then forthwith the Exercise Price shall be reduced
to the prices (calculated to the nearest tenth of a cent) determined by dividing
(1) an amount equal to the sum of (aa) the number of Common  Shares  outstanding
immediately  prior  to  such  issue  or sale  (assuming  the  conversion  of all
securities  convertible into Common Shares)  multiplied by the Exercise Price in
effect immediately prior to such issue or sale, and (bb) the  consideration,  if
any, received and deemed received by the Company upon such issue or sale, by (2)
the total number of Common Shares outstanding and deemed outstanding immediately
after such issue or sale. No adjustment of the Exercise Price, however, shall be
made in an amount less that $.01 per share, but any such lesser adjustment shall
be  carried  forward  and shall be made at the time and  together  with the next
subsequent  adjustment  which together with any  adjustments so carried  forward
shall amount to $.01 per share or more.

                  C. Constructive  Issuances of Stock,  Convertible  Securities;
Rights and Options;  Stock  Dividends.  For the purposes of subsection B of this
Section  5,  the  following  provisions  (1) to (8),  inclusive,  shall  also be
applicable:

                           (1)  In  case  at any  time  subsequent  to the  date
                  hereof,  the Company  shall in any manner  grant any rights to
                  subscribe for or to purchase,  or any options for the purchase
                  of, Common Shares or any stock or securities  convertible into
                  or  exchangeable  for  Common  Shares  (such   convertible  or
                  exchangeable  stock or  securities  being  hereinafter  called
                  "Convertible  Securities")  whether  or  not  such  rights  or
                  options  or  the  right  to  convert  or  exchange   any  such
                  Convertible  Securities are immediately  exercisable,  and the
                  consideration  per share for which Common Shares are issued or
                  sold  upon  the  exercise  of  such   Convertible   Securities
                  (determined by dividing (a) the total amount, if any, received
                  or receivable by the Company as consideration for the granting
                  of such rights or options,  plus the minimum  aggregate amount
                  of additional  consideration,  if any,  payable to the Company
                  upon the exercise of such rights or options, plus, in the case
                  of any such rights or option, which relate to such Convertible
                  Securities,   the  minimum   aggregate  amount  of  additional
                  consideration,  if any, payable upon the issue or sale of such
                  Convertible  Securities (and, if such  convertible  securities
                  constitute obligations of the Company, the principal amount of
                  such  obligations  so  converted)  and upon the  conversion or
                  exchange  thereof,  by (b) the total maximum  number of Common
                  Shares issuable upon the exercise of such rights or options or
                  upon  the  conversion  or  exchange  of all  such  Convertible
                  Securities  issuable  upon  the  exercise  of such  rights  or
                  options) shall be less than the Exercise Price in effect

                                       10

<PAGE>



                  immediately  prior to the time of the  granting of such rights
                  or options,  then the total  maximum  number of Common  Shares
                  issuable  upon the exercise of such rights or options (or upon
                  conversion  or  exchange of the total  maximum  amount of such
                  Convertible  Securities  issuable  upon the  exercise  of such
                  rights or options)  shall be deemed to be  outstanding  and to
                  have been issued for such price per share.  Except as provided
                  in Clause (3) below,  no further  adjustments  of the Exercise
                  Price  shall be made upon the actual  issuance  of such Common
                  Shares or of such Convertible Securities upon exercise of such
                  rights or  options  or upon the  actual  issue of such  Common
                  Shares  upon  conversion  or  exchange  of  such   Convertible
                  Securities.

                           (2) In case at any  time  the  Company  shall  in any
                  manner issue or sell any  Convertible  Securities,  whether or
                  not  the  rights  to  exchange  or  convert   thereunder   are
                  immediately  exercisable,  and the  price  per share for which
                  Common  Shares are issuable  upon such  conversion or exchange
                  (determined  by  dividing  (a) the total  amount  received  or
                  receivable  by the Company as  consideration  for the issue or
                  sale  of  such  Convertible   Securities,   plus  the  minimum
                  aggregate amount of additional consideration,  if any, payable
                  to the Company upon the conversion or exchange thereof, by (b)
                  the total  maximum  number of shares  which  would be issuable
                  upon  the  conversion  or  exchange  of all  such  Convertible
                  Securities)  shall be less than the  Exercise  Price in effect
                  immediately  prior to the time of such issue or sale, then the
                  total maximum number of Common Shares issuable upon conversion
                  or exchange of all such  Convertible  Securities  shall (as of
                  the date of the issue or sale of such Convertible  Securities)
                  be deemed to be  outstanding  and to have been issued for such
                  price per share;  except as otherwise  specified in Clause (3)
                  below,  no further  adjustments of the Exercise Price shall be
                  made upon the  actual  issuance  of such  Common  Shares  upon
                  conversion or exchange of such Convertible Securities.

                           (3) If the purchase  price  provided for in any right
                  or option  referred to in Clause (1) of this  subsection 5, or
                  the  additional  consideration,   if  any,  payable  upon  the
                  conversion or exchange of any convertible  securities referred
                  to in  Clause  (i) or (ii) of this  Section  5, or the rate at
                  which any  Convertible  Securities  referred to in Clauses (1)
                  and (2) of this subsection C of this Section 5 are convertible
                  into or  exchangeable  for Common  Shares,  shall  change or a
                  different purchase price or rate shall become effective at any
                  time or from time to time  (other  than  under or by reason of
                  provisions  designed to protect  against  dilution) then, upon
                  such change  becoming  effective,  the Exercise  Price then in
                  effect at the time of such event shall  forthwith be increased
                  or decreased to such Exercise Price as would have obtained had
                  the   rights,   options  or   Convertible   Securities   still
                  outstanding   provided  for  such  changed   purchase   price,
                  additional  compensation or rate of commission or exchange, as
                  the case may be,  at the time  initially  granted,  issued  or
                  sold. On the expiration of any

                                       11

<PAGE>



                  such option or right or the  termination  of any such right to
                  convert or exchange such Convertible Securities,  the Exercise
                  Price then in effect hereunder shall forthwith be increased to
                  such Exercise Price as would have obtained at the time of such
                  expiration   or   termination   had  such  option,   right  or
                  convertible  securities  never been  issued.  If the  purchase
                  price  provided  for in any  right or  option  referred  to in
                  Clause  (1)  of  subsection  C  of  this  Section  5,  or  the
                  additional   consideration   payable   upon  the  exchange  or
                  conversion of any Convertible Securities referred to in Clause
                  (1) and (2) of  this  Section  5,  or the  rate at  which  any
                  Convertible  Securities  referred to in Clauses (1) and (2) of
                  subsection  C of  this  Section  5  are  convertible  into  or
                  exchangeable  for Common  Shares,  shall  decrease at any time
                  under or by reason of provisions with respect thereto designed
                  to protect against dilution,  then in the case of the delivery
                  of Common Shares upon the exercise of any such right or option
                  or upon  conversion or exchange of any such right or option or
                  upon   conversion   or  exchange   of  any  such   Convertible
                  Securities,  the Exercise Price then in effect hereunder shall
                  forthwith be decreased  to such  Exercise  Price as would have
                  obtained had the adjustments  made upon issuance of such right
                  or option or Convertible  Securities  been made upon the basis
                  of the  issuance of (and the total  consideration  computed in
                  accordance  with  Clause  (1) or (2) of this  subsection  C of
                  Section 5, as the case may be, received for) the Common Shares
                  delivered as aforesaid.

                           (4) In case  of the  issuance  of  Common  Shares  or
                  Convertible  Securities  of  the  Company  as  a  dividend  or
                  distribution  upon any  Common  Shares  of the  Company,  such
                  Common Shares or Convertible  Securities,  as the case may be,
                  issuable in payment of such dividend or distribution  shall be
                  deemed to have been issued or sold without consideration.

                           (5)  In  case  at  any  time  any  Common  Shares  or
                  Convertible  Securities  or any rights or options to  purchase
                  any such  Common  Shares or  Convertible  Securities  shall be
                  issued or sold for cash, the  consideration  received therefor
                  shall  be  deemed  to be the  amount  payable  to the  Company
                  therefor, without deduction therefrom of any expenses incurred
                  or any underwriting or selling commissions or concessions paid
                  by  the  Company  in   connection   therewith   and  plus  any
                  underwriting  or selling  discounts  allowed by the Company in
                  connection therewith. In case any Common Shares or Convertible
                  Securities  or any  rights or  options  to  purchase  any such
                  Common  Shares or  Convertible  Securities  shall be issued or
                  sold for a  consideration  other than cash,  the amount of the
                  consideration  other than cash payable to the Company shall be
                  deemed  to  be  the  fair  value  of  such   consideration  as
                  determined  by the Board of Directors of the Company,  without
                  deduction   therefrom   of  any   expenses   incurred  or  any
                  underwriting or selling commissions or concessions paid by the
                  Company in connection  therewith and plus any  underwriting or
                  selling discounts allowed by the Company in connection

                                       12

<PAGE>



                  therewith. In case any Common Shares or Convertible Securities
                  shall be  issued in  connection  with any  merger  of  another
                  corporation  into the  Company,  the  amount of  consideration
                  therefor  shall be deemed to be the fair value,  as determined
                  by the Board of Directors  of the Company,  of such portion of
                  the assets of such  merged  corporation  as such  Board  shall
                  determine   to  be   attributable   to  such  Common   Shares,
                  Convertible Securities, rights or options, as the case may be.

                           (6) In case at any  time  the  Company  shall  take a
                  record of the  holders of its Common  Stock for the purpose of
                  entitling them (a) to receive a dividend or other distribution
                  payable in Common Shares or in Convertible Securities,  or (b)
                  to  subscribe  for or purchase  Common  Shares or  Convertible
                  Securities,  then such  record  date shall be deemed to be the
                  date of the issue or sale of the Common  Shares deemed to have
                  been issued or sold upon the  declaration  of such dividend or
                  the  making  of such  other  distribution  or the  date of the
                  granting of such right or  subscription  or  purchase,  as the
                  case may be.

                           (7) The number of Common  Shares  outstanding  at any
                  given time shall  include  shares  owned or held by or for the
                  account of the Company, and the disposition of any such shares
                  shall not be  considered an issue or sale of Common Shares for
                  the purposes of subsection B of this Section 5.

                  D.  Effect  of  Certain  Dividends.  In case at any  time  the
Company shall declare a dividend upon the Common Shares  payable  otherwise than
out of earnings or earned surplus (other than in a partial or total  liquidation
or  dissolution  of  the  Company)  and  otherwise  than  in  Common  Shares  or
Convertible Securities, the per share Exercise Price in effect immediately prior
to the  declaration of such dividend shall be reduced by an amount equal, in the
case of a dividend in cash, to the amount  thereof  payable per Common Share or,
in the case of any other dividend, to the fair value thereof per Common Share as
determined  by the Board of Directors  of the  Company.  For the purposes of the
foregoing  a  dividend  other than in cash shall be  considered  payable  out of
earnings  or earned  surplus  only to the extent  that such  earnings  or earned
surplus  are  charged  an amount  equal to the fair  value of such  dividend  as
determined by the Board of Directors of the Company.  Such reductions shall take
effect  as of the date on  which a  record  is  taken  for the  purpose  of such
dividend,  or if a record  is not  taken,  the date as of which the  holders  of
record of Common Shares entitled to such dividends are to be determined. As used
in this  subsection D, the term  "dividend"  shall mean any  distribution to the
holders of Common Shares. Except as provided in this subsection D, no adjustment
in the  Exercise  Price  and no  change  in the  number  of  Warrant  Shares  so
purchasable shall be made pursuant to this Section 5 as a result of or by reason
of any such dividend.


                                       13

<PAGE>



                  E. Stock  Splits and Reverse  Splits.  In case at any time the
Company shall subdivide its  outstanding  Common Shares into a greater number of
shares, the Exercise Price in effect immediately prior to such subdivision shall
be proportionately reduced and the number of shares purchasable pursuant to this
Warrant   immediately  prior  to  such  subdivision  shall  be   proportionately
increased,  and  conversely,  in case at any time the Company  shall combine its
outstanding Common Shares into a smaller number of shares, the Exercise Price in
effect immediately prior to such combination shall be proportionately  increased
and the number of Common  Shares  purchasable  upon the exercise of this Warrant
immediately prior to such combination shall be proportionately  reduced.  Except
as provided in this  subsection E, no  adjustment  in the Exercise  Price and no
exchange in the number of Warrant Shares so  purchasable  shall be made pursuant
to this  Section  5 as a  result  of or by  reason  of any such  subdivision  or
combination.

                  F. Effect of  Reorganization  and Assets Sales. If any capital
reorganization  or  reclassification  of the capital  stock of the  Company,  or
consolidation  of the  Company  with  or  merger  of the  Company  into  another
corporation,  or the sale of all or  substantially  all of its assets to another
corporation, shall be effected in such a way that holders of Common Shares shall
be  entitled  to  receive  stock,  securities  or assets  with  respect to or in
exchange  for  Common  Shares,  then,  as a  condition  of such  reorganization,
reclassification,  consolidation,  merger or sale, lawful and adequate provision
shall be made whereby each holder of Warrants shall thereafter have the right to
receive upon the basis and upon their terms and conditions  specified herein and
in  lieu  of the  shares  of  the  Common  Shares  of  the  Company  immediately
theretofore receivable upon the exercise of such Warrants, such shares of stock,
securities  or assets as may be issued or payable with respect to or in exchange
for a number of outstanding  Common Shares equal to the number of shares of such
stock   immediately   theretofore   so   receivable   upon   exercise  had  such
reorganization, reclassification, consolidation, merger or sale not taken place,
and in any such case  appropriate  provision  shall be made with  respect to the
rights  and  interests  of such  holder  to the end that the  provisions  hereof
(including, without limitation,  provisions for adjustment of the Exercise Price
and of the number of shares  issuable upon exercise and for the  registration of
the Warrants and the  underlying  Common  Shares as provided in Section 4) shall
thereafter  be  applicable,  as nearly as may be, in  relation  to any shares of
stock,  securities or assets  thereafter  deliverable  upon the exercise of such
Warrants.  The Company shall not effect any such  consolidation,  merger or sale
unless prior to or  simultaneously  with the consummation  thereof the successor
corporation  (if other than the Company)  resulting from such  consolidation  or
merger,  or of the  corporation  purchasing  such assets shall assume by written
instrument  executed  and  mailed  or  delivered  to  each  Warrantholder,   the
obligation to deliver to such Warrantholder such shares of stock,  securities or
assets as, in accordance with the foregoing provisions such Warrantholder may be
entitled to receive,  and  containing  the express  assumption of such successor
corporation of the  performance and observance of the provisions of this Warrant
to be  performed  and  observed  by  the  Company  and of  all  liabilities  and
obligation of the Company hereunder.

                  G.  Accountants'  Certificate.  Upon  each  adjustment  of the
Exercise Price and upon each change in the number of Warrant Shares, then and in
each such case, the

                                       14

<PAGE>



Company will promptly  obtain a certificate of a firm of  independent  certified
public  accountants of recognized  standing  selected by the Company's  Board of
Directors, who may be the regular auditors of the Company, stating, the adjusted
Exercise Price and the new number of Warrant  Shares so issuable,  or specifying
the  other  shares  of  stock,  securities  or  assets  and the  amount  thereof
receivable as a result of such change in rights, and setting forth in reasonable
detail the method of  calculation  and the facts upon which such  calculation is
based. The Company will promptly mail a copy of such accountant's certificate to
the  Warrantholders,  which  certificate  shall be  conclusive  evidence  of the
correctness  of the  computation  with  respect  to any such  adjustment  of the
Exercise  Price and any such  change in the  number  of such  Warrant  Shares so
issuable.

                  H. No Adjustments Required. Notwithstanding anything herein to
the contrary,  there shall be no adjustment in the Exercise  Price in connection
with (i) the grant of any option, or the exercise of any option granted under an
employee  benefit  plan or stock  option  plan or (ii) upon the  exercise of any
Convertible Security outstanding on the date of this Warrant.

                                    SECTION 6
                        SPECIAL AGREEMENT OF THE COMPANY
                        --------------------------------

                  A.  Reservation  of Shares.  The Company  will reserve and set
apart and have at all times, free from preemptive rights, a number of authorized
but  unissued  Common  Shares  deliverable  upon the  exercise  of the  Warrants
sufficient to enable it any time to fulfill all its obligation hereunder.

                  B.  Avoidance  of Certain  Actions.  The Company  will not, by
amendment of its  certificate of  incorporation  or through any  reorganization,
transfer  of  assets,  consolidation,  merger,  issue or sale of  securities  or
otherwise,  avoid or take any action which would have the effect of avoiding the
observance  or  performance  of any of the  terms to be  observed  or  performed
hereunder by the Company, but will at all times in good faith assist in carrying
out all of the  provisions  of this  Warrant and in taking of all such action as
may be necessary or appropriate in order to protect the rights of the holders of
this Warrant against dilution or other impairment.

                  C.  Restriction on Issuance of Stock.  With the exception of a
corporate  merger  or  acquisition  which  has been  approved  by the  Company's
shareholders  in accordance  with the law of the State of Delaware,  the Company
will not issue any capital  stock of any class which has rights to be  preferred
as to  dividends  or  as  to  the  distribution  of  assets  upon  voluntary  or
involuntary  liquidation,  dissolution or winding-up unless such rights shall be
limited to a fixed sum or percentage or par value in respect of participation in
dividends and in the distribution of such assets.

                  D. Listing on Securities Exchanges;  Registration.  If, and so
long as the  Company's  Common  Shares  are  listed on any  national  securities
exchange, as defined in the

                                       15

<PAGE>



Exchange  Act, it will,  at its  expense,  obtain and  maintain the approval for
listing  upon  official  notice of issuance  of all  Warrant  Shares at the time
outstanding and maintain the listing of such shares after their issuance so long
as listing for such Common Shares is otherwise maintained;  and the Company will
so list on such national securities  exchange,  will register under the Exchange
Act (or any similar  statute then in effect) and will  maintain such listing of,
any other securities that at any time are issuable upon exercise of the Warrants
if and at the time that any securities of the same class shall be listed on such
national securities exchange by the Company for so long as such securities shall
be listed on such national securities exchange by the Company.

                  E.  Notices  of Certain  Events.  The  Company  agrees to give
notice to the  Warrantholders  within ten (10) days after the Company shall have
filed with the Commission or with any national securities  exchange,  as defined
in the Exchange Act, an  application  to register any  securities of the Company
pursuant to Section 12 of the Exchange Act, or any comparable federal statute.

                                    SECTION 7
                          NOTIFICATIONS BY THE COMPANY
                          ----------------------------

                  In case at any time:

                  (1) the Company shall  declare any dividend  payable in Common
Shares or any distribution (other than cash dividends which are not in a greater
amount per share than most  recent cash  dividend)  to the holders of the Common
Shares;

                  (2) the Company shall make an offer for  subscription pro rata
to the  holders of its Common  Shares of any  additional  shares of stock of any
class or other rights;

                  (3)   there   shall   be  any   capital   reorganization,   or
reclassification of the capital stock of the Company, or consolidation or merger
of the  Company  with,  or sale of all or  substantially  all of its  assets to,
another corporation; or

                  (4) there shall be a  voluntary  or  involuntary  dissolution,
liquidation or winding-up of the Company;

then,  in any one or more of such cases,  the  Company  shall give notice to the
Warrantholder  of this Warrant of the date on which (a) the books of the Company
shall  close or a  record  shall be taken  for such  dividend,  distribution  or
subscription   rights,   or   (b)   such    reorganization,    reclassification,
consolidation,  merger, sale, dissolution,  liquidation or winding-up shall take
place,  as the case may be. Such notice  shall also specify the date as of which
the  holders of Common  Shares of record  shall  participate  in such  dividend,
distribution  or  subscription  rights,  or shall be entitled to exchange  their
Common  Shares  for   securities  or  other  property   deliverable   upon  such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation,  or winding up as the case may be.  Such  written  notice  shall be
given not less

                                       16

<PAGE>



than 10 days and not more than 90 days prior to the  record  date or the date on
which the Company's transfer books are closed in respect thereto and such notice
may state that the record date is subject to the effectiveness of a registration
statement under the Securities Act, or to a favorable vote of  stockholders,  if
either is required.

                                    SECTION 8
                                     NOTICES
                                     -------

                  Any notice or other document required or permitted to be given
or delivered to  Warrantholders  shall be delivered  at, or sent by certified or
registered  mail to each  Warrantholder  at such  address  as  shall  have  been
furnished to the Company in writing by such  Warrantholder.  Any notice or other
document  required or permitted to be given or delivered to the Company shall be
delivered at, or sent by certified or registered  mail to, the principal  office
of the Company at One Plaza Road,  Greenvale,  New York, New York 11548, or such
other address as shall have been furnished to the Warrantholders by the Company.

                                    SECTION 9
                NO RIGHTS AS STOCKHOLDER; LIMITATION OF LIABILITY
                -------------------------------------------------

                  This Warrant shall not entitle any holder hereof to any of the
rights of a stockholder of the Company including without  limitation,  the right
to vote and receive  dividends or other  distributions.  No provision hereof, in
the  absence of  affirmative  action by the  holder  hereof to  purchase  Common
Shares, and no mere enumeration herein of the rights of privileges of the holder
hereof,  shall give rise to any liability of such for the Exercise Price or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

                                   SECTION 10
                                  LAW GOVERNING
                                  -------------

                  This Warrant  shall be governed by, and construed and enforced
in accordance with, the laws of the State of Delaware.

                                   SECTION 11
                                  MISCELLANEOUS
                                  -------------

                  This Warrant and any provision hereof may be changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
(or any predecessor in interest  thereof) against which  enforcement of the same
is sought.  The headings in this Warrant are for purposes of reference  only and
shall not affect the meaning or construction of any of the provisions hereof.



                                       17

<PAGE>


                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
signed by its duly  authorized  officer under its corporate seal and to be dated
as of May 1, 1997.

                                       INMARK ENTERPRISES, INC.


                                       By:
                                          John P. Benfield, President

                                       (Corporate Seal)


                                       WARRANTHOLDER:



                                       Herbert M. Gardner


                                       18