EXHIBIT 4.8
THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES
ACT OF
1933 (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
OFFERED OR
SOLD UNLESS REGISTERED
AND QUALIFIED PURSUANT
TO THE APPLICABLE
PROVISIONS OF
FEDERAL AND STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH
REGISTRATION
OR QUALIFICATION APPLIES. THEREFORE, NO SALE OR TRANSFER OF
THIS SECURITY SHALL
BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT
BE REQUIRED
TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH
TRANSACTION HAS BEEN
DULY REGISTERED
UNDER THE ACT AND
QUALIFIED OR
APPROVED
UNDER APPROPRIATE STATE SECURITIES LAWS, OR (B) THE ISSUER HAS
FIRST RECEIVED AN
OPINION OF
COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION,
QUALIFICATION OR APPROVAL IS NOT REQUIRED.
WARRANT
For the Purchase of Shares of Common Stock of
ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
A NEVADA CORPORATION
No. ___
Date______________
Warrant to Purchase
________________________
Shares of Common Stock
THIS IS TO CERTIFY,
that, for value
received, ________________ assigns (the
"Holder"), is
entitled, subject to
the terms and
conditions hereinafter
set
forth, on or after the
date hereof,
and at any time prior
to 5 P.M., Pacific
Time ("PT") on ______________ to purchase such number of shares of
Common Stock,
par value $0.001 per share ("Common Stock" or the "Shares"),
of Environmental
Service Professionals,
Inc., a Nevada
corporation (the
"Company"),
from the
Company as set forth
above and upon
payment to the Company of an amount of
$_____ per Share (the
"Purchase Price"),
if and to the extent
this Warrant is
exercised, in whole or in part, during the period this Warrant
remains in force,
subject in all cases to adjustment as provided in Section 2 hereof, and to
receive a certificate or certificates representing the Shares so
purchased, upon
presentation and
surrender to the Company of this
Warrant, with the form of
Subscription Agreement
attached hereto,
including changes
thereto reasonably
requested by the
Company, duly executed and accompanied by payment of the
Purchase Price of each Share.
SECTION 1.
TERMS OF THIS WARRANT
1.1 TIME OF EXERCISE.
This Warrant may be exercised at any time and
from time to time
after 9:00
A.M., PT, on the date hereof (the "Exercise
Commencement Date"), until 5 P.M., PT, on ___________ (the
"Expiration Time") at
which time this Warrant shall become void and all rights hereunder
shall cease.
1.2 MANNER OF EXERCISE.
(1) 1.2.1 The Holder may exercise this Warrant, in whole or in
part, upon
surrender of this
Warrant, with the form
of Subscription
Agreement, attached
hereto duly executed, to the Company at its
corporate office in
California,
and unless Holder is
exercising its
broker assisted transaction right as set forth in Section 1.8, and
upon
payment to the Company of the full Purchase Price for each Share to be
purchased in lawful
money of the United
States, or by certified or
cashier's check, or wired funds,
and upon compliance
with and subject
to the conditions set forth herein.
(2) 1.2.2 Upon receipt of this Warrant with the form of
Subscription Agreement duly executed and, if applicable,
accompanied by
payment of the aggregate Purchase Price for the Shares for which
this
Warrant is then being
exercised, the Company
shall cause to be issued
certificates for the
total number
of whole Shares for which this
Warrant is being
exercised in such
denominations as are
required for
delivery to the Holder, and the Company shall thereupon deliver such
certificates to the Holder or its nominee.
1.2.3 In case the Holder shall exercise this Warrant with
respect to less than all of the Shares that may be purchased under
this
Warrant, the Company shall execute a new Warrant for the balance of
the
Shares that may be purchased upon exercise of this Warrant and
deliver
such new Warrant to the Holder.
1.2.4 The Company
covenants and agrees
that it will pay when
due and payable
any and all taxes
which may be payable
in respect of
the issue of this Warrant, or the issue of any Shares upon the
exercise
of this Warrant. The Company shall not, however, be required to pay
any
tax which may be payable in respect of any transfer involved in the
issuance or delivery
of this Warrant or of
the Shares in a name other
than that of the Holder at the time of surrender, and until the
payment
of such tax the Company shall not be required to issue such
Shares.
1.3 EXCHANGE OF
WARRANT. This Warrant
may be divided into,
combined
with or exchanged
for another
Warrant or Warrants of
like tenor to purchase a
like aggregate number
of Shares. If the
Holder desires to
divide, combine or
exchange this Warrant,
he shall make such
request in writing
delivered to the
Company at its corporate office and shall surrender this Warrant and any
other
Warrants to be so divided, combined or exchanged. The Company
shall execute and
deliver to the person
entitled thereto a
Warrant or Warrants,
as the case may
be, as so requested.
The Company shall not
be required to effect any division,
combination or exchange which will result in the issuance of a
Warrant entitling
the Holder to purchase
upon exercise a fraction of a Share. The Company may
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<PAGE>
require the
Holder to pay a sum
sufficient
to cover any tax or
governmental
charge that may be
imposed in connection
with any division, combination or
exchange of Warrants.
1.4 HOLDER AS OWNER.
Prior to surrender of this Warrant in accordance
with Section 1.5 for registration of assignment, the Company may deem and treat
the Holder as the absolute owner of this Warrant (notwithstanding any notation
of ownership or other writing hereon) for the purpose of any
exercise hereof and
for all other
purposes, and the
Company shall not be affected by any notice to
the contrary.
1.5 METHOD OF ASSIGNMENT. Any assignment or transfer of any
portion or
all of this Warrant shall be made by surrender of this Warrant to
the Company at
its principal office
with the form of assignment attached hereto duly executed
and accompanied by funds sufficient to pay any transfer
tax. In such event, the
Company shall, without charge, execute and deliver a new Warrant
in the name of
the assignee named in
such instrument
of assignment and this Warrant shall
promptly be canceled.
1.6 RIGHTS OF
HOLDER. Nothing contained in this Warrant shall be
construed as
conferring upon the
Holder the right to vote, consent or receive
notice as a
shareholder in respect
of any meetings
of shareholders for the
election of directors or any other matter, or as having any rights
whatsoever as
a shareholder of the Company.
1.7 LOST CERTIFICATES.
If this Warrant is lost, stolen, mutilated or
destroyed, the Company
shall, on such reasonable terms as to indemnity or
otherwise as it may impose (which shall, in the case of a mutilated
Warrant,
include the surrender
thereof), issue a new
Warrant of like
denomination and
tenor as, and in substitution for, this Warrant, which shall thereupon become
void. Any such new Warrant shall constitute an additional
contractual obligation
of the Company,
whether or not the Warrant so lost, stolen, destroyed or
mutilated shall be at any time enforceable by anyone.
1.8 BROKER ASSISTED
TRANSACTION
RIGHT. In lieu of exercising this
Warrant as specified in Section 1.2, Holder may from time to time
exercise this
Warrant, in whole or
in part, as follows:
upon notification
by Holder to the
Company without payment by Holder of the Purchase Price, the
Company will tender
to Holder's broke
