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Sample Business Contracts

Warrant to Purchase Common Stock - Inmark Enterprises Inc. and Robert F. Hussey

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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,

                                ROBERT F. HUSSEY

the holder or registered assigns (the  "Warrantholder")  is entitled to purchase
from Inmark Enterprises,  Inc., a Delaware  corporation (the "Company"),  at any
time  from and after  January  25,  1997 and  during  the ten (10)  year  period
commencing on the Commencement Date, One Hundred Seventy-Five Thousand (175,000)
shares of the  Company's  Common  Stock,  par value $.001 per share (the "Common
Shares"), at an exercise price of $1.00 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:

                  "Commencement Date" shall be January 25, 1995.

                  "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.

                  "Exercise  Price" shall mean the  exercise  price of $1.00 per
share or such  exercise  price as  adjusted  from time to time  pursuant  to the
provisions hereof.

                  "Expiration Date" shall mean January 25, 2005.

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                  "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. General.  To exercise this Warrant in whole or in part, the
registered  holder hereof shall complete the  Subscription  Form attached hereto
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  cash in an  amount  equal  to the  then
aggregate  Exercise  Price of the Common  Shares being  purchased.  Upon receipt
thereof, 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

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<PAGE>



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.

                  B.  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 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."

                  C. 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.

                  D.  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,

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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
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

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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.

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

                           1. The  Warrantholder  (or if there is more  than one
Warrantholder then the Warrantholders  beneficially  owning at least 66 2/3 % of
the Warrant  Shares  represented  hereby),  shall have the right on two separate
occasions to demand that the Company expeditiously file a registration statement
under the  Securities  Act covering,  all, but not less than all, of the Warrant
Shares beneficially owned by such requesting Warrantholder. Each such demand may
be made at any time after six (6) months from the  Commencement  Date, but in no
event later than the Expiration Date. Should this registration be delayed by the
Company,  the period when such demand may be made will be extended  for a period
of time  equal to the length of the delay in  registering  such  securities.  In
connection with the first demand,  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) and in connection  with the second demand,  the holders will bear
all such expenses.

                           2. 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(2),  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).

                           3.  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(2)
hereof shall be determined to be, in the

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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.

                  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

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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.

                  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

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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 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 Securities Exchange Act
of 1934, as amended  ("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.

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<PAGE>



                                    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  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  Conunon  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

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                  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  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,   in  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

                                       10

<PAGE>



                  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 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 there
                  for, 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

                                       11

<PAGE>



                  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
                  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 Conunon  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

                                       12

<PAGE>



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.

                  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

                                       13

<PAGE>



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 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

                                       14

<PAGE>



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  Securities  Exchange  Act of  1934,  as  amended
(hereinafter  called the "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

                                       15

<PAGE>



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 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 405 Park Avenue, 16th Floor, New York, New York 10022, 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
                                  -------------


                                       16

<PAGE>


                  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.

                  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 January 25, 1995.


                                              INMARK ENTERPRISES, INC.


                                              By: /s/ John P. Benfield
                                                  --------------------
                                                  John P. Benfield, President

                                              (Corporate Seal)



                                              WARRANTHOLDER


                                              /s/ Robert F. Hussey
                                              --------------------             
                                              Robert F. Hussey

                                       17