THIS WARRANT AGREEMENT (the "Agreement") is dated as of _________, 1998, between GIMMEL
ENTERPRISES, INC., a Colorado corporation (the "Company"), and CORPORATE STOCK TRANSFER,
INC., Denver, Colorado (the "Warrant Agent").
WHEREAS, in connection an Agreement Concerning the Exchange of Common Stock between Gimmel
Enterprises, Earnest Mathis, Jr., and WIN Systems, Inc. and the Stockholders of WIN Systems, Inc., the
Company anticipates its issuance of up to 340,000 Class B Common Stock Purchase Warrants (the "Warrants")
to purchase an aggregate of up to 340,000 shares of the Company's no par common stock (the "Common
Stock" or the "Warrant Shares"); and
WHEREAS, the Company desires to provide for issuance of warrant certificates (the "Warrant Certificates")
representing up to 340,000 Warrants; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent
is willing so to act, in connection with the issuance, registration, transfer and exchange of Warrant Certificates and
exercise of the Warrants.
NOW, THEREFORE, in consideration of the promises and the mutual agreements hereinafter set forth, it is
1. Warrants/Warrant Certificates. Each Warrant shall entitle the holder (the "Registered Holder" or, in the
aggregate, the "Registered Holders") in whose name the Warrant Certificate shall be registered on the books
maintained by the Warrant Agent to purchase one share of Common Stock of the Company on exercise thereof,
subject to adjustment as provided in Section 7. Warrant Certificates representing the right to purchase Warrant
Shares shall be executed by the Company's President and attested to by the Company's Secretary or Assistant
Secretary and delivered to the Warrant Agent upon execution of this Agreement. Such Warrant Certificates shall
be distributed to the holders named thereon.
Subject to the provisions of Sections 3, 5 and 6, the Warrant Agent shall deliver Warrant Certificates in required
whole number denomina