Stock Purchase Warrant

STOCK PURCHASE WARRANT



THIS STOCK PURCHASE WARRANT (the "Warrant") is made and entered into as of March 23, 1998 (the "Issuance Date"), by and between MAXXIS GROUP, INC., a Georgia corporation (the "Corporation"), and ____________________________ (the "Warrantholder").



W I T N E S S E T H:



WHEREAS, the Corporation desires to grant the Warrantholder warrants to purchase shares of the Corporation's Common Stock, no par value per share (the "Common Stock"), upon the terms and conditions herein contained;



NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and of other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



1. GRANT OF WARRANT. Subject to the terms and conditions of this Warrant, the Corporation hereby grants to the Warrantholder the right to purchase _______ shares of Common Stock (the "Warrant Shares").



2. EXERCISE PRICE. The purchase price (the "Exercise Price") for each Warrant Share initially shall be $5.50. The Exercise Price shall be subject to adjustment as provided in Section 6 below.



3. EXERCISE OF WARRANT.



(a) To the extent that the Warrant has become and remains exercisable it may be exercised by the Warrantholder delivering to the Corporation a written notice of exercise signed by the Warrantholder, in substantially the form attached hereto as EXHIBIT A (a "Notice of Exercise"), together with, at the option of the Warrantholder: (i) a check payable to the Corporation in the amount of the total purchase price for the Warrant Shares to be purchased pursuant to the Notice of Exercise; (ii) shares of Common Stock duly endorsed for transfer to the Corporation and owned by the Warrantholder; (iii) by authorization to the Corporation to withhold shares of Common Stock otherwise issuable upon exercise of the Warrant; or (iv) any combinations of (i), (ii) and (iii) of this Section 3(a). In cases of exercise whereby the Warrantholder tenders Common Stock to the Corporation or otherwise withholds Common Stock pursuant to provisions (ii) or (iii) of this Section 3(a), the Fair Market Value (as defined below) on the date of exercise of the Common Stock tendered to the Corporation or authorized to be withheld upon exercise of the Warrant shall be credited against the Exercise Price of the Common Stock for which a Notice of Exercise has been provided (however, the Company shall not be obligated to issue any fractional shares or to make any cash payments in consideration of any excess of the aggregate Fair Market Value of shares transferred or withheld over the aggregate Exercise Price).



(1) "Fair Market Value" on any date shall mean: (i) the

closing sales price of the Common Stock, regular

way, on such date on the national securities

exchange having the greatest volume of trading in

the Common Stock during the thirty-day period

preceding the date the value is to be determined

or, if such exchange was not open for trading on

such date, the next preceding date on which it was

open; (ii) if the Common Stock is





not traded on any national securities exchange, the

average of the closing high bid and low asked

prices of the Stock on the over-the-counter market

on the day such value is to be determined, or in

the absence of closing bids on such day, the

closing bids on the next preceding day on which

there were bids; or (iii) if the Common Stock also

is not traded on the over-the-counter market, the

fair market value as determined in good faith by

the Board of Directors (the "Board") or the

Executive Committee (the "Committee") of the

Corporation based on such relevant facts as may be

available to the Board or Committee, which may

include opinions of independent experts, the price

at which recent sales have been made, the book

value of the Common Stock, and the Company's

current and future earnings.



(b) The Warrant shall not become exercisable with respect to the Warrant Shares until 14 months following the anniversary of the Issuance Date. Thereafter, this Warrant shall be exercisable, in whole or in part as set forth herein, during the term of the Warrant.



(c) Within 30 days after the exercise of the Warrant as herein provided, the Corporation shall deliver to the Warrantholder a certificate or certificates for the Warrant Shares being issued in the name of the Warrantholder and in such denominations as are requested by the Warrantholder.



(d) The Corporation covenants and agrees that all Warrant Shares which may be issued upon exercise of the Warrant shall, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, and free from all liens, claims and encumbrances, except restrictions imposed by applicable securities laws, the Corporation's Amended and Restated Articles of Incorporation and this Warrant. The Corporation shall at all times reserve and keep available for issuance upon the exercise of the Warrant such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of the Warrant.



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