Common use of Call Clause in Contracts

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing one (1) year following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the effective date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Notes Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the “"Call Notice"); provided, that (a) the Registration Statement”) Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty sixty (3060) consecutive calendar days, (Cb) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board Nasdaq and (or other exchange or market on which the Common Stock is trading), (Dc) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .10 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder Holder's tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue "Call Date") is the date on which notice is effective under the notice provision of Section 15 of this Warrant. (b) The Company's right to exercise the Warrant Call shall commence thirty trading days after the Actual Effective Date call up as defined in the Subscription Agreement. (c) The number of shares of Common Stock to one be issued upon exercise of the Warrant which are subject to a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date and through the Delivery Date. (d) A Call Notice may be given not sooner than ten (10) trading days after the prior Call Date. (e) A Call Notice may be given by the Company only within ten trading days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of not less than two hundred percent (100200%) of this Warrant then still outstanding the Purchase Price for fifteen (15) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the sixty (60) calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by providing the Holder of this Warrant, a Call Notice must be given to all Warrant written notice pursuant Holders who receive Warrants similar to Section 13 this Warrant (in terms of exercise price and other principal terms) issued on or about the “Call Notice”); provided, thatsame Issue Date as this Warrant, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior proportion to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of which may be purchased by the Notes respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the “Registration Statement”) is then in effect Called Common Stock and has been effective, without lapse or suspension of any kind, pay for a period of same within thirty (30) consecutive calendar days, (C) trading in days after the Common Stock shall not have been suspended Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which k) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateSubscription Agreement.

Call. Notwithstanding anything herein to the contrary, the Issuer Issuer, at its option, may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 12 (the “Call Notice”); provided, that, in connection with ) if at such time the VWAP of the Company’s Common Stock is equal to or greater than $6.00 (as may be adjusted for any call by the Issuer under this Section 8, (A) the Per Share Market Value stock splits or combinations of the Common Stock has been greater than $2.20 Stock) for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the with an average daily trading volume during of the Call Notice Period exceeds 250,000 shares of Common StockStock equal to or greater than 75,000 shares; provided, that (Bi) a registration statement under the Securities Act providing for as required under the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) Rights Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar dayseffect, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission Commission, or the OTC Bulletin Board (or other a registered national stock exchange or market on which where the Common Stock is trading)traded, and (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i1) $.001 0.01 per Called Warrant Share and (ii2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer Issuer, at its option, may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 12 (the “Call Notice”); provided, that, in connection with any call by ) if the Issuer under this Section 8, (A) the Per Share Market Value closing price of the Common Stock has been shall be equal to or greater than $2.20 3.75, subject to adjustment, for a period of ten five (105) consecutive Trading Days immediately prior to the date of delivery of the Call Notice Days; provided, that (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (Bi) a registration statement under the Securities Act providing for as required under the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) Rights Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar dayseffect, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission Commission, or the OTC Bulletin Board (or other a registered national stock exchange or market on which where the Common Stock is trading)traded, and (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day tenth (10th) Trading Day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i1) $.001 0.01 per Called Warrant Share and (ii2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue "Call Date") is the date on which notice is effective under the notice provision of Section 13 of this Warrant. (b) The Company's right to exercise the Warrant Call shall commence thirty trading days after the actual effective date of a registration statement described in Section 11.1(iv) of the Subscription Agreement and end thirty trading days prior to the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant which are subject to a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date call up to one and through the Delivery Date. (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by the Company only within five trading days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of not less than two hundred percent (100200%) of this Warrant then still outstanding the Purchase Price for fifteen (15) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the ninety calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by providing the Holder of this Warrant, a Call Notice must be given to all Warrant written notice pursuant Holders who receive Warrants similar to Section 13 this Warrant (in terms of exercise price and other principal terms) issued on or about the “Call Notice”); provided, thatsame Issue Date as this Warrant, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior proportion to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of which may be purchased by the Notes respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Called Common Stock shall not have been suspended and pay for same within fourteen trading days after the Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which k) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateSubscription Agreement.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing ninety (90) days following the Original Issue Date Effectiveness Date, the Issuer, at its option, may call (a "Call") up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been greater than $2.20 two hundred fifty percent (250%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and by providing the average daily trading volume during the Call Notice Period exceeds 250,000 shares Holder of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the this Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes written notice pursuant to Section 13 (the “"Call Notice"); provided, that (A) the Registration Statement”) Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty sixty (3060) consecutive calendar days, (CB) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), ) and (DC) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer Issuer, at its option, may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 12 (the “Call Notice”); provided, that, in connection with ) if at such time the VWAP of the Company’s Common Stock is equal to or greater than $9.00 (as may be adjusted for any call by the Issuer under this Section 8, (A) the Per Share Market Value stock splits or combinations of the Common Stock has been greater than $2.20 Stock) for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the with an average daily trading volume during of the Call Notice Period exceeds 250,000 shares of Common StockStock equal to or greater than 75,000 shares; provided, that (Bi) a registration statement under the Securities Act providing for as required under the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) Rights Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar dayseffect, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission Commission, or the OTC Bulletin Board (or other a registered national stock exchange or market on which where the Common Stock is trading)traded, and (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i1) $.001 0.01 per Called Warrant Share and (ii2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (A) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue Date call up "Call Date") is the date on which notice is effective under the notice provision of Section 14 of this Warrant. (B) The Company's right to one hundred percent (100%exercise the Warrant Call shall commence thirty trading days after the actual effective date of a registration statement described in Section 11.1(iv) of this the Subscription Agreement and end thirty trading days prior to the Expiration Date. (C) The number of shares of Common Stock to be issued upon exercise of the Warrant then still outstanding which are subject to a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date and through the Delivery Date. (D) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (E) A Call Notice may be given by providing the Company only within five trading days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of $4.00 or above for fifteen (15) consecutive trading days ("Lookback Period"). (F) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (G) The Company shall not have received a notice from the Principal. Market during the ninety calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (H) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (I) Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all Warrant written notice pursuant Holders who receive Warrants similar to Section 13 this Warrant (in terms of exercise price and other principal terms) issued on or about the “Call Notice”); provided, thatsame Issue Date as this Warrant, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior proportion to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of which may be purchased by the Notes respective Warrant Holders in accordance with the respective Warrants held by each. (J) The Warrant Holder shall exercise his Warrant rights and purchase the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Called Common Stock shall not have been suspended and pay for same within fourteen trading days after the Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which K) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateSubscription Agreement.

Call. Notwithstanding anything herein to the contrary, the Issuer may commencing at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value effective date of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the “Registration Statement”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the average VWAP of the Common Stock has been greater than $2.50 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of thirty (30) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (i) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (Eas defined in the Purchase Agreement) and (iv) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing ninety (90) days following the Original Issue Date effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series B Preferred Stock issued pursuant to the Purchase Agreement, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been greater than $2.20 3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten fifteen (1015) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and by providing the average daily trading volume during Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice Period exceeds 250,000 shares of Common StockNotice"); provided, that (Ba) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer’s Series B Preferred Stock issued pursuant to the Purchase Agreement (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 60 consecutive calendar days, (Cb) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading)Board, (Dc) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (Eas defined in the Purchase Agreement) and (d) the Issuer average daily trading volume of the Common Stock for the ten (10) Trading Days preceding the date of the Call Notice is not in possession equal to or greater than 150,000 shares of any material non-public informationCommon Stock; provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue Date call up to one hundred percent (100%"Call Date") is the date on which notice is effective under the notice provision of Section 15 of this Warrant. (b) The Company's right to exercise the Warrant then still outstanding by providing Call shall commence thirty trading days after the Actual Effective Date as defined in the Subscription Agreement. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant which are subject to a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder of this Warrant written notice pursuant to Section 13 ("Delivery Date"). (d) A Call Notice may be given not sooner than ten (10) trading days after the “prior Call Notice”); provided, that, in connection with any call Date. (e) A Call Notice may be given by the Issuer under this Section 8, (A) the Per Share Market Value of Company only within ten trading days after the Common Stock has been greater had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of not less than $2.20 one hundred and fifty percent (150%) of the Purchase Price for a period of ten fifteen (1015) consecutive Trading Days immediately prior to the date of delivery of the Call Notice trading days (a “Call Notice "Lookback Period”) "), and the average daily trading volume on the Principal Market during the Lookback Period of not less than 140,000 Common Shares. (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the sixty (60) calendar days prior to a Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by the Holder of this Warrant, a Call Notice Period exceeds 250,000 shares must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of Common Stock; (Bexercise price and other principal terms) a registration statement under issued on or about the Securities Act providing for same Issue Date as this Warrant, in proportion to the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of which may be purchased by the Notes respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the “Registration Statement”) is then in effect Called Common Stock and has been effective, without lapse or suspension of any kind, pay for a period of same within thirty (30) consecutive calendar days, (C) trading in days after the Common Stock shall not have been suspended Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which k) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateSubscription Agreement.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “"Call Notice”"); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 1.00 per share for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and the average daily trading volume during the Call Notice Period exceeds 250,000 500,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “"Registration Statement”") is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty sixty (3060) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, the Issuer Issuer, at its option, may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “"Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A") if the Per Share Market Value of the Common Stock has been equal to or greater than $2.20 2.25 for a period of ten thirty (1030) consecutive Trading Days immediately prior to the date of delivery of the Call Notice Notice; provided, that (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (Bi) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of issued pursuant to the Notes (the “Registration Statement”) Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar daysTrading Days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board and (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock and the Common Stock issued pursuant to the Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day Trading Day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein (a) In the event (i) Executive’s employment with the Company and its Subsidiaries is terminated by the Company for Cause, (ii) Executive’s employment with the Company and its Subsidiaries is terminated by Executive for any reason (other than a termination of employment by Executive for Good Reason) or (iii) the Employment Period is terminated due to Executive’s Death or Disability, then in the case of any termination of Executive’s employment described above, 100% of the shares of Common Stock and 100% of the shares of Series A Preferred Stock acquired by Executive pursuant to the contraryStock Purchase Agreement (collectively, the Issuer may at “Call Option Shares”) held by Executive (or any time following of his transferees) shall be subject to repurchase by Parent and the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice Investor pursuant to Section 13 the terms and conditions set forth in this Paragraph 10 (the “Call NoticeOption”); provided. For purposes hereof, that“Investor” shall mean Olympus Growth Fund IV, L.P. and its affiliates. For purposes of this Agreement, the term “Original Cost” for (1) each share of Common Stock shall be equal to the original price per share paid therefor by Investor under the Stock Purchase Agreement, and (2) for each share of Series A Preferred Stock shall be equal to the original price per share paid therefor by Investor under the Stock Purchase Agreement, in connection with each case as such amounts may from time to time be proportionately adjusted by Parent in good faith to reflect any call by stock split, stock dividend, reclassification or recapitalization affecting any such shares. (b) In the Issuer under this Section 8event of an exercise of the Call Option pursuant to Paragraph 10(a)(i) or (ii) above, (x) the purchase price for each share of Series A Preferred Stock subject to the Call Option shall be equal the lower of (A) the Per Share Market Value Original Cost thereof and (B) the fair market value thereof as determined in good faith by the Parent Board without regard to any minority discount (provided that Executive shall have the 15-day right to object to the Parent Board’s determination of fair market value and demand an Independent Valuation in accordance with the terms provided in Paragraph 10(b)) and (y) the purchase price for each share of Common Stock subject to the Call Option shall be equal to the lower of (A) the Original Cost thereof and (B) the fair market value thereof as determined in good faith by the Parent Board. If Executive objects in writing to the Parent Board’s determination of fair market value within 15 days after delivery thereof to Executive, the Parent Board shall engage an independent investment banking or other professional valuation firm (which firm must be mutually agreed upon by Executive) to conduct a valuation (the “Independent Valuation”) of the fair market value, and such investment banking or other professional valuation firm’s determination of fair market value shall be delivered to the Parent Board and used instead of the fair market value previously asserted by the Parent Board. Parent or the Company, on the one hand, and Executive, on the other hand, shall bear equally the costs and fees of such independent investment banking or other professional valuation firm. In the event of an exercise of the Call Option pursuant to Paragraph 10(a)(iii) above, (1) the purchase price for each share of Series A Preferred Stock subject to such applicable Call Option shall be the fair market value for such share as determined in good faith by the Parent Board and (2) the purchase price for each share of Common Stock has been greater than $2.20 subject to such applicable Call Option shall be the fair market value for a period such share as determined in good faith by the Parent Board (provided, in the case of ten each of (101) consecutive Trading Days immediately prior and (2), that Executive shall have the 15-day right to object to the Parent Board’s determination of fair market value and demand an Independent Valuation in accordance with the procedure and terms described above). (c) Parent (as directed by the Parent Board) may elect to purchase all or any portion of the Call Option Shares subject to the applicable Call Option by delivering written notice (the “Call Option Notice”) to the holder or holders of the Call Option Shares subject to such applicable Call Option at any time after 30 days after the effective date of the termination of Executive’s employment with the Company and its Subsidiaries but within 120 days after such date. The Call Option Notice shall set forth the number and class of Call Option Shares subject to the applicable Call Option to be acquired from each holder of Call Option Shares subject to the applicable Call Option, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares of each class of Call Option Shares subject to the applicable Call Option to be repurchased by Parent shall first be satisfied to the extent possible from the Call Option Shares subject to the applicable Call Option held by Executive at the time of delivery of the Call Option Notice. If the number of such class of Call Option Shares subject to the applicable Call Option then held by Executive is less than the total number of shares of such class of Call Option Shares subject to the applicable Call Option which Parent has elected to purchase, Parent shall purchase the remaining shares elected to be purchased from the other holder(s) of such class of Call Option Shares subject to the applicable Call Option under this Agreement pro rata according to the number of shares of such class of Call Option Shares subject to the applicable Call Option held by such other holder(s) at the time of delivery of such Call Option Notice (a determined as close as practicable to the nearest whole shares). The number of each class of Call Option Shares subject to the applicable Call Option to be repurchased hereunder shall be allocated among Executive and the other holders of such class of Call Option Shares (if any) subject to the applicable Call Option pro rata according to the number of shares of such class of Call Option Shares to be purchased from such persons. (d) If for any reason Parent does not elect to purchase all of the Call Option Shares pursuant to the applicable Call Option, the Investor shall be entitled to exercise the applicable Call Option for the Call Option Shares subject thereto which Parent has not elected to purchase (the “Available Shares”). As soon as practicable after Parent has determined that there will be Available Shares, but in any event within 150 days after the termination of Executive’s employment with the Company and its Subsidiaries, Parent shall give written notice (the “Investor Call Notice”) to the Investor setting forth the number of Available Shares and the purchase price for each class of the Available Shares. The Investor may elect to purchase any or all of the Available Shares by giving written notice to Parent within 30 days after the Investor Call Notice Periodhas been given by Parent. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, Parent shall notify each holder of Call Option Shares subject to the applicable Call Option as to the number of each class of Call Option Shares being purchased from such holder by the Investor (the “Supplemental Call Option Notice”). At the time Parent delivers the Supplemental Call Option Notice to the holder(s) of Call Option Shares subject to the applicable Call Option, Parent shall also deliver written notice to the Investor setting forth the number of each class of Call Option Shares subject to the applicable Call Option the Investor is entitled to purchase, the aggregate purchase price and the average daily trading volume during time and place of the closing of the transaction. The number of each class of Call Option Shares subject to the applicable Call Option to be repurchased hereunder shall be allocated among Parent and the Investor pro rata according to the number of shares of each class of Call Option Shares to be purchased by each of them. In the event that Parent and the Investor collectively elect to repurchase less than 100% of the Call Notice Period exceeds 250,000 shares Option Shares subject to the applicable Call Option, such Call Option must be proportionately exercised with respect to the Call Option Shares subject to the applicable Call Option (i.e., if Parent and the Investor collectively desire to repurchase 50% of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant subject to the applicable Call Notice Option, Parent and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to Investor collectively must also repurchase 50% of the shares of Warrant Series A Preferred Stock subject to the applicable Call Option). (e) The closing of the purchase of the Call Option Shares pursuant to a particular Call Option shall take place on the date designated by Parent in the Call Option Notice or Supplemental Call Option Notice, which date shall not be more than 60 days nor less than 15 days after the delivery of the later of either such notice to be delivered (or, if applicable, from the “Called Warrant Shares”date on which the independent investment banking or other professional valuation firm has presented its fair market value determination to the Parent Board). Parent and/or the Investor (as applicable) shall expire on each pay the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant portion of the aggregate purchase price for the Call Option Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the applicable Call Notice Option to be purchased pursuant to such Call Option by Parent or the Investor (as applicable) by immediately available funds. In addition, Parent and/or the Investor (as applicable) may pay the purchase price for such shares by offsetting bona fide debts owed by Executive to either of them or any of their respective affiliates. Parent and its Affiliates shall be entitled to receive customary representations and warranties (and there shall be no other representations and warranties and there shall be no indemnification other than as a result of the breach of such agreement) from Executive regarding good title to such shares, that the shares are free and clear of any liens, security interests, mortgages, pledges or other encumbrances, that Executive has the capacity and all necessary authority to enter into such agreement, that the agreement is not in violation or contravention of any other agreement and that Executive has consulted with counsel. There shall be no representations or warranties other than described in the previous sentence and the only indemnification obligation shall be for a breach of such representations and warranties. Executive shall further agree to release and discharge any and all claims related to such repurchase. (f) The right of Parent and the Investor to repurchase Call Option Shares pursuant to this Paragraph 10 shall terminate upon an underwritten public offering of Parent’s Common Stock, registered under the Holder tendering Securities Act of 1933, as amended from time to time. (g) Notwithstanding anything to the Issuer contrary contained in this Agreement, all repurchases of Call Option Shares hereunder shall be subject to applicable restrictions contained in the applicable Warrant certificateDelaware General Corporation Law and in Parent’s and its Subsidiaries’ debt financing agreements with unaffiliated third parties. If any such restrictions prohibit the repurchase of Call Option Shares hereunder which Parent and/or the Investor is otherwise entitled to make, the time periods provided in this Paragraph 10 shall be suspended, and Parent and the Investor may make such repurchases as soon as it is permitted to do so under such restrictions.

Call. Notwithstanding anything herein to the contrary, the Issuer may commencing at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value effective date of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the “Registration Statement”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the average VWAP of the Common Stock has been greater than $6.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of thirty (30) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (i) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (Eas defined in the Purchase Agreement) and (iv) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, the Issuer may commencing at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value effective date of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the “Registration Statement”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the average VWAP of the Common Stock has been greater than $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of thirty (30) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (i) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (Eas defined in the Purchase Agreement) and (iv) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “"Call Notice”"); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 .53 per share for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and the average daily trading volume during the Call Notice Period exceeds 250,000 shares $100,000 per day for twenty (20) Trading Days out of Common Stockthirty (30) prior Trading Days; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “"Registration Statement”") is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty sixty (3060) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and Warrant, (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"), and (F) at least sixty percent (60%) of the proceeds from the exercise of this Warrant in accordance with this Section 8 shall be applied to (i) make a strategic acquisition, which has been approved by the Company's Board of Directors; (ii) a strategic joint venture; (iii) an acquisition of product inventory to fulfill large customer orders in excess 1,500 mobile units; or (iv) moving an appropriate level of business and operating costs off-shore to develop a more efficient cost and production structure. The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In Notwithstanding anything in the event foregoing to the contrary, if the Holder may not exercise this Warrant is not exercised with respect to as a result of the Called Warrant Sharesrestrictions contained in Section 7 hereof, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon shall be deemed null and void and shall not be deemed effective until the date that the Holder tendering to the Issuer the applicable may exercise this Warrant certificatein accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 14 (the “"Call Notice”"); provided, that, in connection with any call by the Issuer under this Section 89, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 two hundred percent (200%) of the Warrant Price for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock"); (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “"Registration Statement”") is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty sixty (3060) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), ) and (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public informationWarrant; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. If this Warrant is exercised with respect to such Called Warrant Shares prior to such Early Termination Date, the Holder shall receive (x) shares of Common Stock equal to the Called Warrant Shares and (y) a Series K Warrant to purchase an amount of shares of Common Stock equal to the amount of Called Warrant Shares. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 .01 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer may commencing at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value effective date of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the “Registration Statement”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the average VWAP of the Common Stock has been greater than $5.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of thirty (30) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (i) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (Eas defined in the Purchase Agreement) and (iv) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “"Call Notice”"); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 0.10 per share for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and the average daily trading volume during the Call Notice Period exceeds 250,000 1,000,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “"Registration Statement”") is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty twenty (3020) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing twelve (12) months following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the effective date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the “Registration Statement”), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the Per Share Market Value of the Common Stock has been greater than $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 60 consecutive calendar days, (Cb) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board and (or other exchange or market on which the Common Stock is trading), (Dc) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “"Call Notice”"); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 1.26 per share for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty sixty (3060) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value effective date of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer’s Series B Preferred Stock issued pursuant to the Purchase Agreement (the “Registration Statement”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if the Per Share Market Value of the Common Stock has been greater than two hundred percent (200%) of the Warrant Price as of the Original Issue Date (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (i) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty sixty (3060) consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (Eas defined in the Purchase Agreement) and (iv) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following ---- after the first anniversary of the Original Issue Date Date, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been equal to or greater than $2.20 5.00 for a period of ten fifteen (1015) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and by providing the average daily trading volume during the Call Notice Period exceeds 250,000 shares Holder of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the this Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes written notice pursuant to Section 13 (the “"Call Notice"); provided, that the Registration Statement”) is then in effect Statement has been declared effective -------- and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 60 consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement -------- ------- must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 .10 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. If the Holder elects to exercise this Warrant as a result of a Call Notice, and such exercise would result in such Holder owning more than 4.99% of all of the Common Stock issued and outstanding at such time, such Holder may exercise this Warrant for such amount of Called Warrant Shares equal to or less than 4.99% of all of the Common Stock issued and outstanding at such time, and the Call Notice with respect to the balance of this Warrant shall be null and void and of no further force or effect. Notwithstanding the foregoing, the Holder may waive at any time its rights to limit its ownership to 4.99% of all of the Common Stock issued and outstanding at such time in accordance with Section 8 hereof.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue "Call Date") is the date on which notice is effective under the notice provision of Section 15 of this Warrant. (b) The Company's right to exercise the Warrant Call shall commence thirty trading days after the Actual Effective Date call up as defined in the Subscription Agreement. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant which are subject to a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date and through the Delivery Date. (d) A Call Notice may be given not sooner than ten (10) trading days after the prior Call Date. (e) A Call Notice may be given by the Company only within ten trading days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of not less than one hundred and fifty percent (100150%) of this Warrant then still outstanding the Purchase Price for twenty (20) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the sixty (60) calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by providing the Holder of this Warrant, a Call Notice must be given to all Warrant written notice pursuant Holders who receive Warrants similar to Section 13 this Warrant (in terms of exercise price and other principal terms) issued on or about the “Call Notice”); provided, thatsame Issue Date as this Warrant, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior proportion to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of which may be purchased by the Notes respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the “Registration Statement”) is then in effect Called Common Stock and has been effective, without lapse or suspension of any kind, pay for a period of same within thirty (30) consecutive calendar days, (C) trading in days after the Common Stock shall not have been suspended Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which k) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateSubscription Agreement.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “"Call Notice”"); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 0.20 per share for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and the average daily trading volume during the Call Notice Period exceeds 250,000 1,500,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty twenty (3020) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 14 (the “"Call Notice”"); provided, that, in connection with any call by the Issuer under this Section 89, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 one hundred fifty percent (150%) of the Warrant Price for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock"); (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “"Registration Statement”") is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty sixty (3060) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), ) and (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public informationWarrant; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 .01 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the option to "call" the contrary, exercise of the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) shares issuable upon exercise of this Warrant then still outstanding (the "Warrant Call") in accordance with and governed by providing the following: (a) The Company shall exercise the Warrant Call by giving to the Warrant Holder of this Warrant a written notice pursuant to Section 13 of call (the “"Call Notice”); provided, that, ") during the period in connection with any call by which the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the Warrant Call may be exercised. The effective date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the each Call Notice (the “Early Termination Call Date”) is the date on which notice is effective under the notice provision of Section 14 of this Warrant. (b) The Company's right to exercise the Warrant Call shall commence twenty (20) trading days after the actual effective date of a Registration Statement described in Section 11.1(iv) of the Subscription Agreement and end thirty trading days prior to the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant which are subject to a Call Notice must be registered in a Registration Statement effective from thirty (30) trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder (“Delivery Date”). The rights and privileges granted pursuant to . (d) A Call Notice may be given not sooner than ten (10) trading days after the prior Call Date. (e) One-half of the Warrant Shares represented by this Warrant with respect may be called during the two calendar months following the two consecutive calendar months during which the Company has sold and delivered one hundred (100) “AXP 1000” units. All the Warrant Shares represented by this may be called during the calendar month following the two consecutive calendar months during which the Company has sold and delivered one hundred and fifty (150) “AXP 1000” units. Each of the two month periods described above is referred to herein as the shares of Warrant “Lookback Period”. (f) The Common Stock subject must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the sixty trading days prior to the Call Notice (Date that the “Called Warrant Shares”) shall expire Company or its Common Stock does not meet the requirements for continued quotation, listing or trading on the Early Termination Date if this Warrant is not exercised with respect Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to by the Holder of this Warrant, a Call Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (iin terms of exercise price and other principal terms) $.001 per issued on or about the same Issue Date as this Warrant, in proportion to the amounts of Common Stock which may be purchased by the respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the Called Warrant Share Shares and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to pay for same within ten trading days after the Call Notice upon Date. If the Warrant Holder tendering fails to timely pay the Issuer amount required by the applicable Warrant certificateCall, the Company’s sole remedy shall be to cancel a corresponding amount of this Warrant. (k) The Company may not exercise the right to Call this Warrant after the occurrence of a default by the Company of a material term of this Warrant or the Transaction Documents (as defined in the Subscription Agreement) or the Notes referred to in the Subscription Agreement.

Call. Notwithstanding anything herein to the contrary, the Issuer Issuer, at its option, may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been equal to or greater than $2.20 200% of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten twenty (1020) consecutive Trading Days immediately prior to the date of delivery of the Call Notice Notice; provided that (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (Bi) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (Issuer’s Series A Preferred Stock issued pursuant to the “Registration Statement”) Stock Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other any exchange or market on which the Common Stock it is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public informationthen listed; provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock and the Common Stock issuable upon conversion of the Issuer’s Series A Preferred Stock issued pursuant to the Stock Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i1) $.001 0.10 per Called Warrant Share and (ii2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue Date call up "Call Date") is the date on which notice is effective under the notice provision of Section 15 of this Warrant. (b) The Company's right to one hundred percent (100%exercise the Warrant Call shall commence thirty trading days after the actual effective date of a registration statement described in Section 11.1(iv) of this the Subscription Agreement and end thirty trading days prior to the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant then still outstanding which are subject to a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder ("Delivery Date"). (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by providing the Company only within five trading days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of $1.78 or higher for fifteen (15) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the ninety calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all Warrant written notice pursuant Holders who receive Warrants similar to Section 13 this Warrant (in terms of exercise price and other principal terms) issued on or about the “Call Notice”); provided, thatsame Issue Date as this Warrant, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior proportion to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of which may be purchased by the Notes respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the “Registration Statement”) is then in effect Called Common Stock and has been effective, without lapse or suspension of any kind, pay for a period of same within thirty (30) consecutive calendar days, (C) trading in days after the Common Stock shall not have been suspended Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which k) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateSubscription Agreement.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue Date call up "Call Date") is the date on which notice is effective under the notice provision of Section 15 of this Warrant. (b) The Company's right to one hundred percent (100%exercise the Warrant Call shall commence thirty trading days after the actual effective date of a registration statement described in Section 11.1(iv) of this the Subscription Agreement and end thirty trading days prior to the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant then still outstanding which are subject to a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder ("Delivery Date"). (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by providing the Company only within five trading days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of $1.10 or higher for fifteen (15) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the ninety calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all Warrant written notice pursuant Holders who receive Warrants similar to Section 13 this Warrant (in terms of exercise price and other principal terms) issued on or about the “Call Notice”); provided, thatsame Issue Date as this Warrant, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior proportion to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of which may be purchased by the Notes respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the “Registration Statement”) is then in effect Called Common Stock and has been effective, without lapse or suspension of any kind, pay for a period of same within thirty (30) consecutive calendar days, (C) trading in days after the Common Stock shall not have been suspended Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which k) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateSubscription Agreement.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue "Call Date") is the date on which notice is effective under the notice provision of Section 15 of this Warrant. (b) The Company's right to exercise the Warrant Call shall commence thirty trading days after the Actual Effective Date call up as defined in the Subscription Agreement. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant which are subject to a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date and through the Delivery Date. (d) A Call Notice may be given not sooner than ten (10) trading days after the prior Call Date. (e) A Call Notice may be given by the Company only within ten trading days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of not less than one hundred and fifty percent (100150%) of this Warrant then still outstanding the Purchase Price for twenty (20) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the sixty (60) calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by providing the Holder of this Warrant, a Call Notice must be given to all Warrant written notice pursuant Holders who receive Warrants similar to Section 13 this Warrant (in terms of exercise price and other principal terms) issued on or about the “Call Notice”); provided, thatsame Issue Date as this Warrant, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior proportion to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of which may be purchased by the Notes respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Called Common Stock shall not have been suspended and pay for same within twenty (20) days after the Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which k) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateSubscription Agreement.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing two (2) years following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the effective date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer's Series B Preferred Stock issued pursuant to the Purchase Agreement (the “"Registration Statement”"), the Issuer, at its option, may call (a "Call") up to one hundred percent (100%) of this Warrant if (A) the Per Share Market Value of the Common Stock has been greater than $8.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") and (B) the dollar trading volume of the Common Stock for each of such ten (10) consecutive Trading Days exceeds $500,000, in each case, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (i) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty sixty (3060) consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board or Nasdaq (or other exchange or market on which the Common Stock is trading), ) and (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue Date call up "Call Date") is the date on which notice is effective under the notice provision of Section 15 of this Warrant. (b) The Company's right to one hundred percent (100%exercise the Warrant Call shall commence thirty trading days after the actual effective date of a registration statement described in Section 11.1(iv) of this the Subscription Agreement and end thirty trading days prior to the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant then still outstanding which are subject to a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder ("Delivery Date"). (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by providing the Company only within five trading days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of $.30 or higher for fifteen (15) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the ninety calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all Warrant written notice pursuant Holders who receive Warrants similar to Section 13 this Warrant (in terms of exercise price and other principal terms) issued on or about the “Call Notice”); provided, thatsame Issue Date as this Warrant, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior proportion to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of which may be purchased by the Notes respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the “Registration Statement”) is then in effect Called Common Stock and has been effective, without lapse or suspension of any kind, pay for a period of same within thirty (30) consecutive calendar days, (C) trading in days after the Common Stock shall not have been suspended Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which k) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateSubscription Agreement.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing six (6) months and one (1) day following the Original Issue Date Date, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that) if (a) the Issuer enters into a merger or acquisition, in connection with one or a series of related transactions, that results in the issuance of at least forty percent (40%) of the shares of Common Stock issued and outstanding at such time (the “Transaction Triggering Event”) and (b) (i) at any call by time within ninety (90) days following the Issuer under this Section 8Transaction Triggering Event, (A) the Per Share Market Value of the Common Stock has been equal to or greater than $2.20 5.25 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice or (ii) at any time following the date that is ninety (90) days following the Transaction Triggering Event, the Per Share Market Value of the Common Stock has been equal to or greater than $3.50 (as may be adjusted for any stock splits or combinations of the Common Stock) for a “Call Notice Period”period of ten (10) and consecutive Trading Days immediately prior to the average daily trading volume during date of delivery of the Call Notice Period exceeds 250,000 shares of Common StockNotice; provided, that (Bi) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of issued pursuant to the Notes (the “Registration Statement”) Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 60 consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board Nasdaq and (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock and the Common Stock issued pursuant to the Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i1) $.001 per Called Warrant Share and (ii2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer Issuer, at its option, may at any time following the Original Issue Date call (a “Call”) up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, if (A) the Per Share Market Value of the Common Stock has been equal to or greater than $2.20 10.00 (as may be adjusted for any stock splits of combinations of the Common Stock) for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and (B) the average daily dollar trading volume during of the Common Stock for each of such ten (10) consecutive Trading Days exceeds $500,000, in each case, by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice Period exceeds 250,000 shares of Common StockNotice”); provided, that (Bi) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer’s Series D Preferred Stock issued pursuant to the Purchase Agreement (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty sixty (3060) consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), ) and (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, the Issuer may commencing at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value effective date of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the “Registration Statement”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the average VWAP of the Common Stock has been greater than $6.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of thirty (30) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a KL2:2446076.2 "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (i) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (Eas defined in the Purchase Agreement) and (iv) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue Date call up "Call Date") is the date on which notice is effective under the notice provision of Section 14 of this Warrant. (b) The Company's right to one hundred percent (100%exercise the Warrant Call shall commence thirty trading days after the actual effective date of a registration statement described in Section 11.1(iv) of this the Subscription Agreement and end thirty trading days prior to the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant then still outstanding which are subject to a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date and through the Delivery Date. (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by providing the Company only within five trading days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of $2.55 or above for fifteen (15) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the ninety calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all Warrant written notice pursuant Holders who receive Warrants similar to Section 13 this Warrant (in terms of exercise price and other principal terms) issued on or about the “Call Notice”); provided, thatsame Issue Date as this Warrant, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior proportion to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of which may be purchased by the Notes respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Called Common Stock shall not have been suspended and pay for same within fourteen trading days after the Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which k) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateSubscription Agreement.

Call. Notwithstanding anything herein to Commencing upon the contraryeffective date of a registration statement under the Securities Act, providing for the resale of the Warrant Shares (“Registration Statement”), the Issuer Company may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing if the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value last reported closing price of the Common Stock on the securities exchange of quotation system on which the Common Stock is then listed or traded has been greater than $2.20 4.50 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of at least ten (10) consecutive Trading Days immediately trading days prior to the date of delivery of the Call Notice (a “Call Notice Period”) and by providing the average daily trading volume during the Call Notice Period exceeds 250,000 shares Holder of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the this Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes written notice pursuant to Section 9.11 (the “Call Notice”); provided, that (a) the Registration Statement”) Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar dayseffect, (Cb) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission commission or the OTC Bulletin Board (or other securities exchange or market quotation system on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”)then listed or traded. The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the twentieth (20th) day after the Holder receives the Call Notice (the “Early Termination Date if Date”). If this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (ia) $.001 .01 per Called Warrant Share and (iib) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. The Call Notice shall be deemed received by the Holder on the date actually received, but not later than three (3) business days after the Call Notice was properly posted or given to such express delivery service in accordance with Section 9.11. If made by telex, telecopy or other facsimile transmission in accordance with Section 9.11, the Call Notice shall be deemed to have been made and received at the time of dispatch.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission, the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “"Call Notice”"); provided, that, in connection with any call by the Issuer under this Section 87, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 3.00 for a period of ten twenty (1020) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock"); (B) a registration statement under the Securities Act providing for the resale of the (i) Warrant Stock and (ii) the shares of Common Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer's Series A Preferred Stock which are not saleable in the public securities market pursuant to the exemption from registration under the Securities Act provided by Rule 144(k) of Regulation D, issued pursuant to the Purchase Agreement, (the “"Registration Statement”") is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty sixty (3060) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), ) and (D) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Loan Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 .01 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue "Call Date") is the date on which notice is effective under the notice provision of Section 15 of this Warrant. (b) The Company's right to exercise the Warrant Call shall commence thirty trading days after the actual effective date of a registration statement described in Section 11.1(iv) of the Subscription Agreement and end thirty trading days prior to the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant which are subject to a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date call up to one and through the Delivery Date. (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by the Company only within five trading days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of not less than two hundred percent (100200%) of this Warrant then still outstanding the Purchase Price for fifteen (15) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the ninety calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by providing the Holder of this Warrant, a Call Notice must be given to all Warrant written notice pursuant Holders who receive Warrants similar to Section 13 this Warrant (in terms of exercise price and other principal terms) issued on or about the “same Issue Date as this Warrant, in proportion to the amounts of Common Stock which may be purchased by the respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the Called Common Stock and pay for same within thirty (30) days after the Call Notice”)Date. If the Warrant Holder fails to timely pay the amount required by the Warrant Call, the Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (k) The Company may not exercise the right to Call this Warrant after the occurrence of a default by the Company of a material term of this Warrant or the Subscription Agreement; provided, that, in connection with any call the occurrence of a Non Registration Event for purposes of this Section 11(k) shall not be deemed a default by the Issuer under Company of a material term of this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) or Subscription Agreement if such default is then in effect and has been effective, without lapse or suspension of any kind, for a period of cured within thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing on the Issuer Effective Date, the Issuer, at its option, may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been greater than $2.20 _____ [300% of the Warrant Price] (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten fifteen (1015) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and by providing the average daily trading volume during Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice Period exceeds 250,000 shares of Common StockNotice"); provided, that (Bi) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (Issuer's Series A Preferred Stock issued pursuant to the “Registration Statement”) Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar dayseffect, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board American Stock Exchange and (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock issued pursuant to the Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 .01 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following after the Original Issue Date effective date of the Registration Statement, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been equal to or greater than $2.20 6.50 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and by providing the average daily trading volume during the Call Notice Period exceeds 250,000 shares Holder of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the this Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes written notice pursuant to Section 13 (the “"Call Notice"); provided, that the Registration Statement”) is then in effect Statement has been declared effective and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 60 consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 .10 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the option to "call" the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) exercise of shares issuable upon exercise of this Warrant then still outstanding (the "Warrant Call") in accordance with and governed by providing the following: (a) The Company shall exercise the Warrant Call by giving to the Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. The effective date of each Call Notice (the "Call Date") is the date on which notice is effective under the notice provision of Section 14 of this Warrant. (b) The Company's right to exercise the Warrant written notice pursuant Call shall commence thirty trading days after the actual effective date of a Registration Statement described in Section 11.1(iv) of the Subscription Agreement and end thirty trading days prior to Section 13 the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the “Warrant which are subject to a Call Notice”Notice must be registered in a Registration Statement effective from twenty (20) trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder ("Delivery Date"); provided, that, . (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by the Company in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion exercise of the Notes Warrant only within ten days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the “Registration Statement”Subscription Agreement) is then in effect of two hundred and has been effective, without lapse or suspension fifty percent (250%) of any kind, the Purchase Price for a period of thirty ten (3010) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the ninety calendar daysdays prior to the Call Date that the Company or its Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (Ch) trading in The Company and the Common Stock shall not have been suspended by meet the Securities requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and Exchange Commission or through the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of Delivery Date. (i) the date the Holder exercises the Warrant pursuant Unless otherwise agreed to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to by the Holder of this Warrant, a Call Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (iin terms of exercise price and other principal terms) $.001 per issued on or about the same Issue Date as this Warrant, in proportion to the amounts of Common Stock which may be purchased by the respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the Called Warrant Share Shares and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to pay for same within fourteen trading days after the Call Notice upon Date. If the Warrant Holder tendering fails to timely pay the Issuer amount required by the applicable Warrant certificateCall, the Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (k) The Company may not exercise the right to Call this Warrant after the occurrence of a default by the Company of a material term of this Warrant or the Subscription Agreement.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following the Original Issue Effectiveness Date of the Registration Statement, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant then still outstanding by providing if the Holder average of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 2.60 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten twenty (1020) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and by providing the average daily trading volume during the Call Notice Period exceeds 250,000 shares Holder of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the this Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes written notice pursuant to Section 13 (the “"Call Notice"); provided, that (a) the Registration Statement”) Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty twenty (3020) consecutive calendar days, (Cb) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board Nasdaq and (or other exchange or market on which the Common Stock is trading), (Dc) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .10 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder Holder's tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue Date call up "Call Date") is the date on which notice is effective under the notice provision of Section 14 of this Warrant. (b) The Company's right to one hundred percent (100%exercise the Warrant Call shall commence thirty trading days after the actual effective date of a registration statement described in Section 11.1(iv) of this the Subscription Agreement and end thirty trading days prior to the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant then still outstanding which are subject to a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date and through the Delivery Date. (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by providing the Company only within five trading days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of $4.00 or above for fifteen (15) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the ninety calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all Warrant written notice pursuant Holders who receive Warrants similar to Section 13 this Warrant (in terms of exercise price and other principal terms) issued on or about the “Call Notice”); provided, thatsame Issue Date as this Warrant, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior proportion to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of which may be purchased by the Notes respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Called Common Stock shall not have been suspended and pay for same within fourteen trading days after the Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which k) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateSubscription Agreement.

Call. (a) For so long as any of the Loans remain outstanding, but in no event later than July 1, 1998, Winners shall have the right (the "Call") from time to time to repurchase any shares of Winners Common Stock that are acquired by the Lender pursuant to this Agreement and which have not been sold by Lender in accordance with this Agreement for a price per share equal to the Repurchase Price, as defined below. If Winners desires to exercise the Call, it shall give Lender written notice thereof (a "Call Notice"), which notice shall specify the number of shares to be purchased (the "Purchased Shares"), the total purchase price and a date and place for closing which must be within 15 days of such notice or, if later and if applicable, on the second business day following receipt of all required governmental approvals. Lender may not sell any shares of Winners Common Stock subject to a Call Notice from and after the date of receipt of the Call Notice; provided, however, that such restriction shall terminate if Winners shall not have consummated such purchase within 60 days after delivery of the Call Notice. At such closing, Lender shall deliver to Winners the Purchased Shares, free and clear of all liens, claims and other encumbrances (collectively, "Liens"), in the form of certificates representing such shares, accompanied by appropriate stock powers duly executed or endorsed in blank with appropriate transfer tax stamps affixed, against payment of the purchase price therefor in immediately available funds. (b) From the date hereof until October 1, 1995, the "Repurchase Price" shall equal $6.00 per share, provided, however, that such repurchase price shall be subject to adjustment by Winners in an equitable manner in the event of a stock split, combination, reclassification or similar event with respect to Winners Common Stock. From October 2, 1995 until January 2, 1997, the "Repurchase Price" shall be an amount equal to the Average Market Price on October 1, 1995, plus $1.50. From January 3, 1997 until July 1, 1998, the "Repurchase Price" shall be an amount equal to the Average Market Price on January 2, 1997, plus $1.50. Notwithstanding anything contained herein to the contrary, the Issuer may at any time following Repurchase Price for the Original Issue Date call up to one hundred percent (100%) shares of this Warrant then still outstanding Winners Common Stock acquired by providing the Holder of this Warrant written notice Lender pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater 2.1 shall not be less than $2.20 for a period of ten (10) consecutive Trading Days immediately prior 4.50 per share, subject to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then adjustment by Winners in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading an equitable manner in the Common Stock shall not have been suspended by the Securities and Exchange Commission event of a stock split, combination, reclassification or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant similar event with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Winners Common Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Corporation shall have the right, upon notice to the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred percent Holder (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, thatto “call” all or any portion of this Warrant (a “Call”) provided that (i) the Warrant Shares have been registered for resale pursuant to the Securities Act, in connection with any call by and are freely tradable without restriction for at least the Issuer under this Section 830-day period preceding such notice, (Aii) the Per Share Market Value of Closing Price for the Common Stock has been greater than at least $2.20 3.00 above the Exercise Price then in effect (subject to adjustment to reflect stock splits, stock dividends, recapitalizations and the like) for a each trading day in the 10-trading day period of ten (10) consecutive Trading Days immediately prior to preceding the date of delivery of the Call Notice Notice, and (a “Call Notice Period”iii) and the average daily trading volume during for the Common Stock has been at least 75,000 for the 20-trading day period immediately preceding the date of the Call Notice. The Call Notice shall state what portion of the Warrant is being Called and on what date the Call shall take effect, which date shall be at least 30 calendar days after the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes is sent to Holder (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant Corporation covenants to honor all exercises of this Warrant up until 5:00pm (Eastern Time) on the Call Date, and any such exercises will be applied against the portion of the Warrant being Called. The Call Notice shall be void (i) if on the Call Date, the Warrant Shares are no longer freely tradable without restriction or (ii) with respect to any Warrant Shares which would cause a breach of the shares conversion limitations in Section 6. After 5:01pm (Eastern Time) on the Call Date, any unexercised portion of the Warrant Stock subject being Called shall be cancelled without any consideration due to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateHolder.

Call. Notwithstanding anything herein to the contrary, the Issuer Issuer, at its option, may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 12 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, ) if (A) the Per Share Market Value of the Common Stock has been is equal to or greater than $2.20 9.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten fifteen (1015) consecutive Trading Days immediately prior to the date of delivery of the Call Notice and (a “Call Notice Period”B) and the average daily trading volume during for the Call Notice Period Common Stock exceeds 250,000 75,000 shares for a period of Common Stockfifteen (15) consecutive Trading Days; provided, that (Bi) a registration statement under the Securities Act providing for as required under the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) Rights Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar dayseffect, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission Commission, or the OTC Bulletin Board (or other a registered national stock exchange or market on which where the Common Stock is trading)traded, and (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i1) $.001 0.01 per Called Warrant Share and (ii2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing twelve (12) months following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the effective date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the “Registration Statement”), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the Per Share Market Value of the Common Stock has been greater than $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 60 consecutive calendar days, (Cb) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board and (or other exchange or market on which the Common Stock is trading), (Dc) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing one hundred eighty (180) days following the Original Issue Date effective date of the registration statement covering the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock issued pursuant to the Purchase Agreement, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been greater than $2.20 _____ [250% of the Warrant Price] (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten any fifteen (1015) Trading Days during the twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and by providing the average daily trading volume during Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice Period exceeds 250,000 shares of Common StockNotice"); provided, that (Bi) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (Issuer's Series A Preferred Stock issued pursuant to the “Registration Statement”) Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 60 consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board American Stock Exchange and (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock issued pursuant to the Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 .01 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer Issuer, at its option, may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 12 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, ) if (A) the Per Share Market Value of the Common Stock has been is equal to or greater than $2.20 10.50 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten fifteen (1015) consecutive Trading Days immediately prior to the date of delivery of the Call Notice and (a “Call Notice Period”B) and the average daily trading volume during for the Call Notice Period Common Stock exceeds 250,000 75,000 shares for a period of Common Stockfifteen (15) consecutive Trading Days; provided, that (Bi) a registration statement under the Securities Act providing for as required under the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) Rights Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar dayseffect, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other a registered national stock exchange or market on which where the Common Stock is trading)traded, (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i1) $.001 0.01 per Called Warrant Share and (ii2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything (a) In the event (i) Executive’s employment with the Company and its Subsidiaries is terminated by the Company for Cause, (ii) Executive’s employment with the Company and its Subsidiaries is terminated by Executive for any reason (other than a termination of employment by Executive for Good Reason or a Put Termination), (iii) the Employment Period is terminated due to Executive’s Death or Disability or (iv) the Employment Period is terminated pursuant to a Put Termination, then (A) in the case of a Put Termination, the Subject Shares (excluding any Subject Shares in respect of which Executive has exercised his Put Option under Paragraph 10 above) (such Subject Shares being referred to herein as the “Retirement Call Option Shares”) held by Executive (or any of his transferees) shall be subject to repurchase by Parent and the Investor pursuant to the contraryterms and conditions set forth in this Paragraph 11 (the “Retirement Call Option”) and (B) in the case of any other termination of Executive’s employment described above, 100% of the shares of Common Stock and 100% of the shares of Series A Preferred Stock acquired by Executive pursuant to the Stock Purchase Agreement (collectively, the Issuer “Non-Retirement Call Option Shares”) held by Executive (or any of his transferees) shall be subject to repurchase by Parent and the Investor pursuant to the terms and conditions set forth in this Paragraph 11 (the “Non-Retirement Call Option” and, together with the “Retirement Call Option”, the “Call Options”). For purposes hereof, “Investor” shall mean Olympus Growth Fund IV, L.P. and its affiliates. For purposes of this Agreement, the term “Original Cost” for (1) each share of Common Stock shall be equal to the original price per share paid therefor by Investor under the Stock Purchase Agreement, and (2) for each share of Series A Preferred Stock shall be equal to the original price per share paid therefor by Investor under the Stock Purchase Agreement, in each case as such amounts may at from time to time be proportionately adjusted by Parent in good faith to reflect any time following stock split, stock dividend, reclassification or recapitalization affecting any such shares. (b) In the event of an exercise of the Non-Retirement Call Option pursuant to Paragraph 11(a)(i) or (ii) above, (x) the purchase price for each share of Series A Preferred Stock subject to the Non-Retirement Call Option shall be equal the lower of (A) the Original Issue Date call up Cost thereof and (B) the fair market value thereof as determined in good faith by the Parent Board without regard to one hundred percent any minority discount (100%provided that Executive shall have the 15-day right to object to the Parent Board’s determination of fair market value and demand an Independent Valuation in accordance with the terms provided in Paragraph 10(b)) and (y) the purchase price for each share of this Warrant then still outstanding Common Stock subject to the Non-Retirement Call Option shall be equal to the lower of (A) the Original Cost thereof and (B) the fair market value thereof as determined in good faith by providing the Holder Parent Board. In the event of this Warrant an exercise of the Non-Retirement Call Option pursuant to Paragraph 11(a)(iii) above or an exercise of the Retirement Call Option pursuant to Paragraph 11(a)(iv) above, (1) the purchase price for each share of Series A Preferred Stock subject to such applicable Call Option shall be the fair market value for such share as determined in good faith by the Parent Board and (2) the purchase price for each share of Common Stock subject to such applicable Call Option shall be the fair market value for such share as determined in good faith by the Parent Board (provided, in the case of each of (1) and (2), that Executive shall have the 15-day right to object to the Parent Board’s determination of fair market value and demand an Independent Valuation in accordance with the terms provided in Paragraph 10(b)). (c) Parent (as directed by the Parent Board) may elect to purchase all or any portion of the Call Option Shares subject to the applicable Call Option by delivering written notice pursuant to Section 13 (the “Call Option Notice”); provided, that, in connection with any call by ) to the Issuer under this Section 8, (A) the Per Share Market Value holder or holders of the Common Stock has been greater than $2.20 for a period Call Option Shares subject to such applicable Call Option at any time after 30 days after the effective date of ten (10) consecutive Trading Days immediately prior the termination of Executive’s employment with the Company and its Subsidiaries but within 120 days after such date. The Call Option Notice shall set forth the number and class of Call Option Shares subject to the date applicable Call Option to be acquired from each holder of Call Option Shares subject to the applicable Call Option, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares of each class of Call Option Shares subject to the applicable Call Option to be repurchased by Parent shall first be satisfied to the extent possible from the Call Option Shares subject to the applicable Call Option held by Executive at the time of delivery of the Call Option Notice. If the number of such class of Call Option Shares subject to the applicable Call Option then held by Executive is less than the total number of shares of such class of Call Option Shares subject to the applicable Call Option which Parent has elected to purchase, Parent shall purchase the remaining shares elected to be purchased from the other holder(s) of such class of Call Option Shares subject to the applicable Call Option under this Agreement pro rata according to the number of shares of such class of Call Option Shares subject to the applicable Call Option held by such other holder(s) at the time of delivery of such Call Option Notice (a determined as close as practicable to the nearest whole shares). The number of each class of Call Option Shares subject to the applicable Call Option to be repurchased hereunder shall be allocated among Executive and the other holders of such class of Call Option Shares (if any) subject to the applicable Call Option pro rata according to the number of shares of such class of Call Option Shares to be purchased from such persons. (d) If for any reason Parent does not elect to purchase all of the Call Option Shares pursuant to the applicable Call Option, the Investor shall be entitled to exercise the applicable Call Option for the Call Option Shares subject thereto which Parent has not elected to purchase (the “Available Shares”). As soon as practicable after Parent has determined that there will be Available Shares, but in any event within 150 days after the termination of Executive’s employment with the Company and its Subsidiaries, Parent shall give written notice (the “Investor Call Notice”) to the Investor setting forth the number of Available Shares and the purchase price for each class of the Available Shares. The Investor may elect to purchase any or all of the Available Shares by giving written notice to Parent within 30 days after the Investor Call Notice Periodhas been given by Parent. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, Parent shall notify each holder of Call Option Shares subject to the applicable Call Option as to the number of each class of Call Option Shares being purchased from such holder by the Investor (the “Supplemental Call Option Notice”). At the time Parent delivers the Supplemental Call Option Notice to the holder(s) of Call Option Shares subject to the applicable Call Option, Parent shall also deliver written notice to the Investor setting forth the number of each class of Call Option Shares subject to the applicable Call Option the Investor is entitled to purchase, the aggregate purchase price and the average daily trading volume during time and place of the closing of the transaction. The number of each class of Call Option Shares subject to the applicable Call Option to be repurchased hereunder shall be allocated among Parent and the Investor pro rata according to the number of shares of each class of Call Option Shares to be purchased by each of them. In the event that Parent and the Investor collectively elect to repurchase less than 100% of the Call Notice Period exceeds 250,000 shares Option Shares subject to the applicable Call Option, such Call Option must be proportionately exercised with respect to the Call Option Shares subject to the applicable Call Option (i.e., if Parent and the Investor collectively desire to repurchase 50% of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant subject to the applicable Call Notice Option, Parent and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to Investor collectively must also repurchase 50% of the shares of Warrant Series A Preferred Stock subject to the applicable Call Option). (e) The closing of the purchase of the Call Option Shares pursuant to a particular Call Option shall take place on the date designated by Parent in the Call Option Notice or Supplemental Call Option Notice, which date shall not be more than 60 days nor less than 15 days after the delivery of the later of either such notice to be delivered (or, if applicable, from the “Called Warrant Shares”date on which the independent investment banking or other professional valuation firm has presented its fair market value determination to the Parent Board). Parent and/or the Investor (as applicable) shall expire on each pay the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant portion of the aggregate purchase price for the Call Option Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the applicable Call Notice Option to be purchased pursuant to such Call Option by Parent or the Investor (as applicable) by immediately available funds. In addition, Parent and/or the Investor (as applicable) may pay the purchase price for such shares by offsetting bona fide debts owed by Executive to either of them or any of their respective affiliates. Parent and its Affiliates shall be entitled to receive customary representations and warranties (and there shall be no other representations and warranties and there shall be no indemnification other than as a result of the breach of such agreement) from Executive regarding good title to such shares, that the shares are free and clear of any liens, security interests, mortgages, pledges or other encumbrances, that Executive has the capacity and all necessary authority to enter into such agreement, that the agreement is not in violation or contravention of any other agreement and that Executive has consulted with counsel. There shall be no representations or warranties other than described in the previous sentence and the only indemnification obligation shall be for a breach of such representations and warranties. Executive shall further agree to release and discharge any and all claims related to such repurchase. (f) The right of Parent and the Investor to repurchase Call Option Shares pursuant to this Paragraph 11 shall terminate upon an underwritten public offering of Parent’s Common Stock, registered under the Holder tendering Securities Act of 1933, as amended from time to time. (g) Notwithstanding anything to the Issuer contrary contained in this Agreement, all repurchases of Call Option Shares hereunder shall be subject to applicable restrictions contained in the applicable Warrant certificateDelaware General Corporation Law and in Parent’s and its Subsidiaries’ debt financing agreements with unaffiliated third parties. If any such restrictions prohibit the repurchase of Call Option Shares hereunder which Parent and/or the Investor is otherwise entitled to make, the time periods provided in this Paragraph 11 shall be suspended, and Parent and the Investor may make such repurchases as soon as it is permitted to do so under such restrictions.

Call. Notwithstanding anything herein The Company shall have the option to "call" the contrary, exercise of the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) shares issuable upon exercise of this Warrant then still outstanding (the "Warrant Call"), one time only, in accordance with and governed by providing the following: (a) The Company shall exercise the Warrant Call by giving to the Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. The effective date of each Call Notice (the "Call Date") is the date on which notice is effective under the notice provision of Section 14 of this Warrant. (b) The Company's right to exercise the Warrant written notice pursuant Call shall commence thirty trading days after the actual effective date of a Registration Statement described in Section 11.1(iv) of the Subscription Agreement and end thirty trading days prior to Section 13 the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the “Warrant which are subject to a Call Notice”Notice must be registered in a Registration Statement effective from twenty (20) trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder ("Delivery Date"); provided, that, . (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by the Company in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion exercise of the Notes Warrant only within ten days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the “Registration Statement”Subscription Agreement) is then in effect of one hundred and has been effective, without lapse or suspension fifty percent (150%) of any kind, the Purchase Price for a period of thirty (30) consecutive trading days ("Lookback Period"), and average daily volume during the Lookback Period of not less than 250,000 shares of Common Stock. (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the ninety calendar daysdays prior to the Call Date that the Company or its Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (Ch) trading in The Company and the Common Stock shall not have been suspended by meet the Securities requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and Exchange Commission or through the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of Delivery Date. (i) the date the Holder exercises the Warrant pursuant Unless otherwise agreed to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to by the Holder of this Warrant, a Call Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (iin terms of exercise price and other principal terms) $.001 per issued on or about the same Issue Date as this Warrant, in proportion to the amounts of Common Stock which may be purchased by the respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the Called Warrant Share Shares and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to pay for same within fourteen trading days after the Call Notice upon Date. If the Warrant Holder tendering fails to timely pay the Issuer amount required by the applicable Warrant certificateCall, the Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (k) The Company may not exercise the right to Call this Warrant after the occurrence of a default by the Company of a material term of this Warrant or the Subscription Agreement.

Call. Notwithstanding anything herein to the contrary, the Issuer Company, at its option, may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 11 (the “"Call Notice”); provided") if at any time following the date hereof, that, in connection with any call by the Issuer under this Section 8, closing price or last reported sale (Athe "Closing Price") the Per Share Market Value of the Common Stock has been on the stock exchange or quotation system on which the Common Stock is then traded or quoted is equal to or greater than $2.20 2.50 per share for a period of ten (10) 60 consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and calendar day period, provided that during such 60 consecutive calendar day period, the average daily trading volume during for each day is equal to or greater than 75,000 shares (the Call Notice Period exceeds 250,000 shares "Market Condition"), and provided further that the call option pursuant to this Section 6 shall be conditioned upon there being in effect, on the date of Common Stock; (B) satisfaction of the Market Condition or at any time thereafter, a valid registration statement on Form S-1 or Form S-3 promulgated under the Securities Act providing for or any successor or equivalent forms thereto (the "Registration Statement") covering the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of it being understood that this Warrant and (E) will be subject to the Issuer is not in possession of any material non-public information; provided, further, call option pursuant to this Section 6 on the date that the Registration Statement must be becomes effective from if the Market Condition has been previously satisfied, whether or not the Market Condition is satisfied on such date, so long as the Closing Price on such date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant equal to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”or greater than $1.00). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer Company shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer Company the applicable Warrant certificate.

Call. Notwithstanding anything herein Subject to the contraryprovisions of Section 3.3.11 and 3.3.12 if, after the Issuer may at any time following Issuance Date, (i) the Original Issue Date call up to one hundred percent (100%) VWAP for each of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 30 consecutive Trading Days (the “Call NoticeMeasurement Period”, which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $4.32 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); provided, that, in connection with any call by the Issuer under this Section 8, (Aii) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice for such Measurement Period exceeds 250,000 shares of Common Stock; $500,000 per Trading Day and (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer Holder is not in possession of any information that constitutes, or might constitute, material non-public information; providedinformation which was provided by the Company, furtherthen the Company may, that within 1 Trading Day of the Registration Statement end of such Measurement Period, call for cancellation of all or any portion of the Warrant Shares for which an Election to Purchase has not yet been delivered (the “Unexercised Portion”) for consideration equal to $0.001 per Warrant Share (such right, a “Call”). To exercise this right, the Company must be effective deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating therein the number of Warrant Shares in the Unexercised Portion to which such notice applies (the “Called Portion”). If the conditions set forth below for such Call are satisfied from the period from the date of delivery of the Call Notice until through and including the date which is Call Date (as defined below), then the later of Called Portion will be cancelled at 5:00 p.m. (iNew York City time) on the twentieth Trading Day after the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after is received by the Holder receives the Call Notice (such date and time, the “Early Termination Call Date”). The rights Any Unexercised Portion other than a Called Portion will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and privileges granted pursuant agrees that it will honor all Elections to this Warrant Purchases with respect to the shares of Warrant Stock Shares subject to a Call Notice that are tendered through 5:00 p.m. (New York City time) on the Call Date. The parties agree that any Election to Purchase delivered following a Call Notice (which calls less than all the “Warrants shall first reduce to zero the Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares Portion prior to such Early Termination Datereducing the then remaining Unexercised Portion. In For example, if (A) a Warrant then permits the event this Warrant is not exercised with respect Holder to the Called acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 5:00 p.m. (New York City time) on the Issuer shall remit Call Date the Holder tenders an Election to Purchase in respect of 50 Warrant Shares, then (x) on the Call Date the right under such Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under such Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Expiration Date, exercise such Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 3.3.12, the Company may deliver subsequent Call Notices for any then Unexercised Portion. Notwithstanding anything to the contrary set forth in this Warrant Agreement, the Company may not deliver a Call Notice or require the cancellation of the Warrants (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant Agreement all Elections to Purchase delivered by 5:00 p.m. (iNew York City time) $.001 per Called Warrant Share on the Call Date, and (ii2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to each Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a new Warrant representing the sufficient number of authorized shares of Common Stock for issuance of all Warrant StockShares, if any, which and (5) the issuance of the shares shall not have been subject cause a breach of any provision of Section 3.3.12 herein. The Company’s right to call the Call Notice upon Warrants shall be exercised ratably among all of the Holder tendering to Holders based on the Issuer the applicable Warrant certificatethen outstanding Warrants.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing one (1) year following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the effective date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Notes Per Share Market Value of the Common Stock has been greater than one hundred fifty hundred percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the “"Call Notice"); provided, that (a) the Registration Statement”) Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty sixty (3060) consecutive calendar days, (Cb) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board Nasdaq and (or other exchange or market on which the Common Stock is trading), (Dc) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .10 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder Holder's tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer may commencing at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value effective date of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the “Registration Statement”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the average VWAP of the Common Stock has been greater than $5.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of thirty (30) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a KL2:2446075.2 "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (i) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (Eas defined in the Purchase Agreement) and (iv) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing thirty-six (36) months following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the effective date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer's Series C Preferred Stock issued pursuant to the Purchase Agreement (the “"Registration Statement”"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the Per Share Market Value of the Common Stock has been greater than $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 60 consecutive calendar days, (Cb) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board and (or other exchange or market on which the Common Stock is trading), (Dc) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restriction contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein The Company shall have the option to "call" the contrary, the Issuer may at any time following the Original Issue Date call exercise of up to one hundred percent (100%) one-half of the number of shares issuable upon exercise of this Warrant then still outstanding (the "Warrant Call"), one time only, in accordance with and governed by providing the following: (a) The Company shall exercise the Warrant Call by giving to the Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. The effective date of each Call Notice (the "Call Date") is the date on which notice is effective under the notice provision of Section 14 of this Warrant. (b) The Company's right to exercise the Warrant written notice pursuant Call shall commence thirty trading days after the actual effective date of a Registration Statement described in Section 11.1(iv) of the Subscription Agreement and end thirty trading days prior to Section 13 the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the “Warrant which are subject to a Call Notice”Notice must be registered in a Registration Statement effective from thirty (30) trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder ("Delivery Date"); provided, that, in connection with any call . (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by the Issuer under this Section 8, (A) the Per Share Market Value of Company only within ten days after the Common Stock has been greater had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of not less than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery 200% of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing exercise price for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the ninety calendar daysdays prior to the Call Date that the Company or its Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (Ch) trading in The Company and the Common Stock shall not have been suspended by meet the Securities requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and Exchange Commission or through the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of Delivery Date. (i) the date the Holder exercises the Warrant pursuant Unless otherwise agreed to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to by the Holder of this Warrant, a Call Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (iin terms of exercise price and other principal terms) $.001 per issued on or about the same Issue Date as this Warrant, in proportion to the amounts of Common Stock which may be purchased by the respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the Called Warrant Share Shares and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to pay for same within fourteen trading days after the Call Notice upon Date. If the Warrant Holder tendering fails to timely pay the Issuer amount required by the applicable Warrant certificateCall, the Company's sole remedy shall be to cancel a corresponding amount of this Warrant.

Call. Notwithstanding anything herein to the contrary, beginning twelve (12) months after the Issuer effective date of the registration statement under the Securities Act providing for the resale of the Warrant Stock issued pursuant to the Subscription Agreement (the “Registration Statement”), the Issuer, at its option, may at any time following the Original Issue Date call (a “Call”) up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been greater than $2.20 5.00 for a period of ten twenty (1020) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and by providing the average daily trading volume during the Call Notice Period exceeds 250,000 shares Holder of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the this Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes written notice pursuant to Section 16 (the “Call Notice”); provided, that (i) the Registration Statement”) Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty sixty (3060) consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the Subscription Agreement and (Eiv) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th 10th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 0.01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 10 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 10 hereof.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue Date call up "Call Date") is the date on which notice is effective under the notice provision of Section 15 of this Warrant. (b) The Company's right to one hundred percent (100%exercise the Warrant Call shall commence thirty trading days after the actual effective date of a registration statement described in Section 11.1(iv) of this the Subscription Agreement and end thirty trading days prior to the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant then still outstanding which are subject to a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder ("Delivery Date"). (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by providing the Company only within five trading days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of $1.00 or higher for fifteen (15) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the ninety calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all Warrant written notice pursuant Holders who receive Warrants similar to Section 13 this Warrant (in terms of exercise price and other principal terms) issued on or about the “Call Notice”); provided, thatsame Issue Date as this Warrant, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior proportion to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of which may be purchased by the Notes respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the “Registration Statement”) is then in effect Called Common Stock and has been effective, without lapse or suspension of any kind, pay for a period of same within thirty (30) consecutive calendar days, (C) trading in days after the Common Stock shall not have been suspended Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which k) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateSubscription Agreement.

Call. Notwithstanding anything herein to the contrary, commencing on the Issuer Effective Date, the Issuer, at its option, may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been greater than $2.20 5.25 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten fifteen (1015) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and by providing the average daily trading volume during Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice Period exceeds 250,000 shares of Common StockNotice"); provided, that (Bi) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar dayseffect, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board American Stock Exchange and (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationAdvisory Agreement); provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 .01 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the option to "call" the contrary, exercise of the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) shares issuable upon exercise of this Warrant then still outstanding (the "Warrant Call") in accordance with and governed by providing the following: (a) The Company shall exercise the Warrant Call by giving to the Warrant Holder of this Warrant a written notice pursuant to Section 13 of call (the "Call Notice") during the period in which the Warrant Call may be exercised. The effective date of each Call Notice (the “Call NoticeDate”) is the date on which notice is effective under the notice provision of Section 14 of this Warrant. (b) The Company's right to exercise the Warrant Call shall commence twenty (20) trading days after the actual effective date of a Registration Statement described in Section 11.1(iv) of the Subscription Agreement and end thirty trading days prior to the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant which are subject to a Call Notice must be registered in a Registration Statement effective from thirty (30) trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder (“Delivery Date”); provided, that, in connection with any call by the Issuer under this Section 8, . (Ad) the Per Share Market Value of the Common Stock has been greater A Call Notice may be given not sooner than $2.20 for a period of ten (10) consecutive Trading Days immediately trading days after the prior to the date of delivery of the Call Date. (e) A Call Notice (a “Call Notice Period”) and may be given by the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Company in connection with shares of Common Stock issuable upon conversion exercise of the Notes Warrant only within ten days after the Common Stock has had a closing bid price as reported for the Principal Market (as defined in the “Registration Statement”Subscription Agreement) is then in effect and has been effective, without lapse equal to or suspension more than two hundred percent (200%) of any kind, the Purchase Price for a period of thirty ten (3010) consecutive calendar daystrading days (“Lookback Period”). The maximum amount of Warrant Shares subject to a Warrant Call shall be equal to twenty percent of the trading volume of the Common Stock as reported by Bloomberg L.P. for the twenty trading days preceding a Call Date. (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the sixty trading days prior to the Call Date that the Company or its Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (Ch) trading in The Company and the Common Stock shall not have been suspended by meet the Securities requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and Exchange Commission or through the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of Delivery Date. (i) the date the Holder exercises the Warrant pursuant Unless otherwise agreed to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to by the Holder of this Warrant, a Call Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (iin terms of exercise price and other principal terms) $.001 per issued on or about the same Issue Date as this Warrant, in proportion to the amounts of Common Stock which may be purchased by the respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the Called Warrant Share Shares and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to pay for same within ten trading days after the Call Notice upon Date. If the Warrant Holder tendering fails to timely pay the Issuer amount required by the applicable Warrant certificateCall, the Company’s sole remedy shall be to cancel a corresponding amount of this Warrant. (k) The Company may not exercise the right to Call this Warrant after the occurrence of a default by the Company of a material term of this Warrant or the Transaction Documents (as defined in the Subscription Agreement) or the Notes referred to in the Subscription Agreement.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing twelve (12) months following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the effective date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer's Series C Preferred Stock issued pursuant to the Purchase Agreement (the “"Registration Statement”"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the Per Share Market Value of the Common Stock has been greater than $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 60 consecutive calendar days, (Cb) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board and (or other exchange or market on which the Common Stock is trading), (Dc) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restriction contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing one hundred eighty (180) days following the Original Issue Date effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issued pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred fifty percent (10050%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been is greater than $2.20 .65 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”"CALL NOTICE PERIOD") and by providing the average daily trading volume during the Call Notice Period exceeds 250,000 shares Holder of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the this Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes written notice pursuant to Section 13 (the “"CALL NOTICE"); PROVIDED, THAT (a) the Registration Statement”) Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 60 consecutive calendar days, (Cb) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Commission, the OTC Bulletin Board or any other relevant market or exchange and (or other exchange or market on which the Common Stock is trading), (Dc) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); providedPROVIDED, furtherFURTHER, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day 10th Trading Day after the Holder receives the Call Notice (the “Early Termination Date”"EARLY TERMINATION DATE"). The Holder of this Warrant may not exercise this Warrant by "cashless exercise" pursuant to Section 2(c) hereof in connection with any exercise of this Warrant following the delivery of a Call Notice by the Issuer. The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”"CALLED WARRANT SHARES") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .10 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing on the Issuer may at any time following second (2nd) anniversary of the Original Issue Date Date, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been greater than $2.20 ______ for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and by providing the average daily trading volume during the Call Notice Period exceeds 250,000 shares Holder of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the this Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes written notice pursuant to Section 13 (the “"Call Notice"); provided, that (i) the Registration Statement”) Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 60 consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board and (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public informationWarrant; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 .01 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 0.20 per share for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 1,500,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and either the shares of Common Stock issuable upon conversion of are eligible for resale pursuant to Rule 144 under the Notes (Securities Act or the “Registration Statement”) Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty twenty (3020) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein The Company shall have the option to “call” the contrary, the Issuer may at any time following the Original Issue Date call exercise of up to one hundred percent (100%) 50% of the shares issuable upon exercise of this Warrant then still outstanding (the “Warrant Call”) in accordance with and governed by providing the following: (a) The Company shall exercise the Warrant Call by giving to the Warrant Holder of this Warrant a written notice pursuant to Section 13 of call (the “Call Notice”) during the period in which the Warrant Call may be exercised. The effective date of each Call Notice (the “Call Date”) is the date on which notice is effective under the notice provision of Section 14 of this Warrant. (b) The Company's right to exercise the Warrant Call shall commence thirty trading days after the actual effective date of a Registration Statement and end thirty trading days prior to the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant which are subject to a Call Notice must be registered in a Registration Statement effective from twenty (20) trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder (“Delivery Date”); provided, that, . (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by the Company in connection with any call by shares of Common Stock issuable upon exercise of the Issuer under this Section 8, (A) the Per Share Market Value of Warrant only within ten days after the Common Stock has been greater than $2.20 had a closing price as reported for a period the Principal Market (as defined in the Subscription Agreement) of ten two hundred percent (10200%) of the Purchase Price for thirty (30) consecutive Trading Days immediately prior to the date of delivery of the Call Notice trading days (a “Call Notice Lookback Period”) ), and the average daily trading volume during the Call Notice Lookback Period exceeds 250,000 of not less than 40,000 shares of Common Stock; . (Bf) a registration statement under The Common Stock must be listed on the Securities Act providing Principal Market for the resale of Lookback Period and through the Warrant Stock and Delivery Date. (g) The Company shall not have received a notice from the shares of Principal Market during the ninety calendar days prior to the Call Date that the Company or its Common Stock issuable upon conversion of does not meet the Notes requirements for continued quotation, listing or trading on the Principal Market. (the “Registration Statement”h) is then in effect The Company and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by meet the Securities requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and Exchange Commission or through the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of Delivery Date. (i) the date the Holder exercises the Warrant pursuant Unless otherwise agreed to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to by the Holder of this Warrant, a Call Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (iin terms of exercise price and other principal terms) $.001 per issued on or about the same Issue Date as this Warrant, in proportion to the amounts of Common Stock which may be purchased by the respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the Called Warrant Share Shares and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to pay for same within fourteen trading days after the Call Notice upon Date. If the Warrant Holder tendering fails to timely pay the Issuer amount required by the applicable Warrant certificateCall, the Company’s sole remedy shall be to cancel a corresponding amount of this Warrant. (k) The Company may not exercise the right to Call this Warrant after the occurrence of a default by the Company of a material term of this Warrant or the Subscription Agreement or the Notes referred to in the Subscription Agreement.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing thirty-six (36) months and ten (10) Trading Days following the Original Issue Date Date, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been equal to or greater than $2.20 200% of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice Notice; provided, that (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (Bi) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of issued pursuant to the Notes (the “Registration Statement”) Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 60 consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board Nasdaq and (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock and the Common Stock issued pursuant to the Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i1) $.001 .10 per Called Warrant Share and (ii2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer Issuer, at its option, may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been equal to or greater than $2.20 3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten five (105) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and by providing the average daily trading volume during Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice Period exceeds 250,000 shares of Common StockNotice"); provided, that (Ba) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (Issuer's Series B Preferred Stock issued pursuant to the “Registration Statement”) is then in effect Purchase Agreement has been declared effective by the Securities and Exchange Commission and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 30 consecutive calendar days, (Cb) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board and (or other exchange or market on which the Common Stock is trading), (Dc) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th 10th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to At any time on or after the contrarydate which is 36 months from the Issue Date (the "Threshold Date"), the Issuer may at any time following Company shall have the Original Issue Date call option to "call" the exercise of the Holder's purchase of up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the 5,870,000 shares of Common Stock issuable upon conversion exercise of this Warrant (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the Holder a written notice of call (the "Call Notice") on or after the Threshold Date. The effective date of each Call Notice (the "Call Date") is the date on which notice is effective as provided for herein. The Call Notice shall specify the number of shares of Common Stock to which the Warrant Call is being exercised. (b) A Call Notice may not be given sooner than five (5) trading days after the prior Call Date. (c) A Call Notice may be given by the Company only within ten (10) days after the Common Stock has had a closing price as reported for the principal securities market on which the Company's Common Stock at the time is listed or authorized to be traded (the "Principal Market") of not less than $1.46 for twenty (20) consecutive trading days ("Lookback Period"). (d) As a condition precedent to the Company's exercise of the Notes Warrant Call, the Company shall not have received a notice from the Principal Market during the ninety calendar days prior to the Call Date that the Company or its Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (e) As a condition precedent to the “Registration Statement”) is then in effect Company's exercise of the Warrant Call, the Company and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by meet the Securities requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and Exchange Commission or through the OTC Bulletin Board Call Date. (or other exchange or market on which f) Upon exercise of the Common Stock is trading)Warrant Call in accordance with this Section 10, the Holder shall either (Di) the Issuer is in material compliance with the terms and conditions of exercise this Warrant and (E) purchase the Issuer is not Shares of Common Stock called in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and pay for same within ninety (90) trading days after the Call Date, or (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant forfeit its right to exercise this Warrant with respect to the shares Shares of Warrant Common Stock that are subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateNotice.

Call. Notwithstanding anything herein to the contrary, the Issuer Issuer, at its option, may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “"Call Notice”); provided, that, in connection with any call by ") if (a) the Issuer under this Section 8completes a bona fide underwritten public offering during the Term resulting in gross proceeds to the Issuer of at least $40,000,000 and, (A) commencing six months and one day following the Original Issue Date, the Per Share Market Value of the Common Stock has been is greater than $2.20 5.50 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice Notice, or (b) commencing twelve (12) months following the Original Issue Date, the Per Share Market Value of the Common Stock is greater than $7.50 (as may be adjusted for any stock splits or combinations of the Common Stock) for a “Call Notice Period”period of ten (10) and consecutive Trading Days immediately prior to the average daily trading volume during date of delivery of the Call Notice Period exceeds 250,000 shares of Common StockNotice; provided, that (Bi) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of issued pursuant to the Notes (the “Registration Statement”) Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 60 consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board Nasdaq and (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock and the Common Stock issued pursuant to the Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i1) $.001 .10 per Called Warrant Share and (ii2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing thirty-six (36) months following the Original Issue Date effective date of the registration statement under the Securities Act registering the resale of the Warrant Stock, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been equal to or greater than $2.20 200% of the Warrant Price for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and by providing the average daily trading volume during Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice Period exceeds 250,000 shares of Common StockNotice”); (B) provided, that a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 60 consecutive calendar daysdays (unless such registration statement is no longer required to be effective pursuant to the Registration Rights Agreement dated as October 31, 2003 among the Issuer, the Holder and the other holders named therein (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading“Registration Rights Agreement”), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information); provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”) (unless such registration statement is no longer required to be effective pursuant to the Registration Rights Agreement). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following the Original Issue Date call up to fifty percent (50%) of this Warrant, and commencing two (2) years following the Original Issue Date may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”"CALL NOTICE"); providedPROVIDED, thatTHAT, in connection with any call by the Issuer under this Section 87, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 2.50 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock"CALL NOTICE PERIOD"); (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of issued pursuant to the Notes Purchase Agreement (the “Registration Statement”"REGISTRATION STATEMENT") is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty sixty (3060) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), ) and (D) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); providedPROVIDED, furtherFURTHER, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”"EARLY TERMINATION DATE"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”"CALLED WARRANT SHARES") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 .01 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue Date call up to one hundred percent (100%"Call Date") is the date on which notice is effective under the notice provision of Section 14 of this Warrant. (b) The Company's right to exercise the Warrant then still outstanding Call shall commence thirty trading days after the actual effective date of a Registration Statement described in Section 11 of the Subscription Agreement and end thirty trading days prior to the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant which are subject to a Call Notice must be registered in a Registration Statement effective from twenty-two trading days prior to the Call Date and through the Delivery Date. (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by providing the Company only within ten days after the Common Stock has had trading price of $.50 for fifteen (15) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the ninety calendar days prior to the Call Date that the Company or its Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all Warrant written notice pursuant Holders who receive Warrants similar to Section 13 this Warrant (in terms of exercise price and other principal terms) issued on or about the “Call Notice”); provided, thatsame Issue Date as this Warrant, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior proportion to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended which may be purchased by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is respective Warrant Holders in material compliance accordance with the terms and conditions of this respective Warrants held by each. (j) The Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the shall exercise his Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to purchase the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination and pay for same within fourteen trading days after the Call Date. In If the event Warrant Holder fails to timely pay the amount required by the Warrant Call, the Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (k) The Company may not exercise the right to Call this Warrant is not exercised with respect to after the Called Warrant Shares, occurrence of a default by the Issuer shall remit to the Holder Company of a material term of this Warrant Agreement or Subscription Agreement or if an Event of Default (ias defined in the Note or Subscription Agreement) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificatehas occurred.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing twenty (20) days following the Original Issue Date effective date (the “Effectiveness Date”) of a registration statement providing for the resale of the Warrant Stock and the Common Stock pursuant to the Purchase Agreement, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by ) if the Issuer under this Section 8, (A) the Per Share Market Value Volume Weighted Average Price of the Common Stock has been greater than $2.20 1.00 for a period of ten twenty (1020) consecutive Trading Days immediately prior to the date of delivery of the Call Notice so long as the first Trading Day of such twenty (a “Call Notice Period”20) and Trading Day period shall commence following the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common StockEffectiveness Date; provided, that (Bi) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (convertible promissory notes issued pursuant to the “Registration Statement”) Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar daysTrading Days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board and (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock and the Common Stock issuable upon conversion of the convertible promissory notes issued pursuant to the Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day Trading Day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer Company, at its sole option, may at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 6(j) (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been equal to or greater than $2.20 three hundred fifty (350%) percent of the Exercise Price (as may be adjusted pursuant Section 3(a)) for a period of ten twenty (1020) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”)Notice. The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock Shares subject to the Call Notice (the “Called Warrant Shares”) shall expire on the 10th Trading Day after the Holder receives the Call Notice (the “Early Termination Date Date”) if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer Company shall remit to the Holder of this Warrant (i1) $.001 0.01 per Called Warrant Share and (ii2) a new Warrant representing the number of shares of Warrant StockShares, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer Company the applicable Warrant certificate.. The Company may not provide a Call Notice, and any attempt to issue a Call Notice or require the cancellation of this Warrant shall be voidable, to the extent that: (U) the Company has not obtained the Stockholder Approval; (V) a Holder would be unable, pursuant to Section 2(e), to exercise the Warrant, except to the extent the Company makes reasonable provision for the issuance of a prefunded warrant (or similar instrument) with a similar Beneficial Ownership Limitation, as those specified in Section 2(e) (a “Prefunded Warrant”) in lieu of Common Stock in connection with any such exercise; (W) the Holder is in possession of any information provided by the Company to the Holder that constitutes, or reasonably might constitute, material non-public information; (X) the Company has failed to honor any attempted exercise of the Warrants as of 6:30 p.m. New York City time on the date of the Call Notice; (Y) at any time between the date of the Call Notice and Early Termination Date the Common Stock is neither listed on a securities exchange or market nor quoted on the OTC Bulletin Board or the Pink Sheets, LLC (or similar organization or agency succeeding to its functions of reporting prices); or (Z) the issuance of the Warrant Shares would cause a breach of the covenants in Sections 6(e).]14

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing ninety (90) days following the Original Issue Date date that the Securities and Exchange Commission declares the registration statement (the "Registration Statement") providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's convertible promissory notes issued pursuant to the Purchase Agreement effective, the Issuer, at its option, may call (a "Call") up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been greater than $2.20 two hundred fifty percent (250%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and by providing the average daily trading volume during the Call Notice Period exceeds 250,000 shares Holder of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the this Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes written notice pursuant to Section 13 (the “"Call Notice"); provided, that (A) the Registration Statement”) Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty sixty (3060) consecutive calendar days, (CB) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), ) and (DC) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to In the contraryevent, the Issuer may at any time following one month after the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing date hereof, the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value closing bid price of the Common Stock has been is greater than $2.20 US$2.00 (the "Strike Price") per share for ten consecutive trading days (the "Call Period"), the Company shall have the right to "Cal" this Warrant, in whole or in part, thereby forcing exercise by the Investor. The Strike Price shall be adjusted proportionately to reflect any adjustments due to the payment of a period stock dividend, stock split, combination of shares or any other similar event as provided herein. The Company may exercise its right to Call by telecopying written notice (the "Call Notice") to the Investor within ten (10) consecutive Trading Days immediately prior to trading days after the date of delivery expiration of the Call Notice (a “Period. Once the Company has exercised its right to Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant giving written notice to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”)Investor it shall be deemed irrevocable. The rights and privileges granted pursuant to this Warrant with respect Investor will transmit the Exercise Price to the shares Company for that number of Warrant Stock Shares which are the subject to the Call Notice within three business days after receipt of the Call Notice. The Company will transmit the certificates representing Warrant Shares issuable pursuant to the Call (together with the certificates representing the remainder of the Warrant not Called, if any) to the Investor via express courier, by electronic transfer or otherwise within five business days after the Exercise Price was received by the Company (the “Called Warrant Shares”) "Call Date"). The Call Notice shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant set forth (i) $.001 per Called the number of Warrant Share Shares being Called, and (ii) a calculation referencing the aggregate Exercise Price due to the Company. All rights of this Warrant, including the right to exercise, shall be canceled upon the completion of the exercise of this Warrant upon a Call for the Warrant Shares that were subject to such Call. Immediately following the Call Date, the Investor shall surrender their original Warrant being called to the Company, and the Company shall issue to the Investor a new Warrant representing Certificate for the Warrant Shares that remain outstanding, if any. The number of shares of Warrant StockShares issuable upon the Call of this Warrant shall be adjusted in accordance with the provisions set forth herein. Any Call pursuant to this Section shall not be deemed to affect or otherwise reduce the Investor's exercise rights set forth in this Warrant, if any, which except for the portion of the Warrant Shares being Called. The Company shall not have been subject the right to Call this Warrant if the Company exercises its redemption rights in connection with shares of Stock held by the Investor. In the event the Company fails to comply with the Call Notice upon provisions set forth herein in any manner whatsoever, it shall waive its right to perform a call in the Holder tendering to the Issuer the applicable Warrant certificatefuture.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred twenty-five percent (10025%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “"Call Notice”"); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 0.441 for a period of ten twenty (1020) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and the average daily trading volume during the Call Notice Period exceeds 250,000 Common Stock trades at least 500,000 shares per day for each of Common Stocksuch twenty (20) consecutive Trading Days; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “"Registration Statement”") is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the option to "call" the contrary, exercise of the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) shares issuable upon exercise of this Warrant then still outstanding (the "Warrant Call") in accordance with and governed by providing the following: (a) The Company shall exercise the Warrant Call by giving to the Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. The effective date of each Call Notice (the "Call Date") is the date on which notice is effective under the notice provision of Section 15 of this Warrant. (b) The Company's right to exercise the Warrant written notice pursuant Call shall commence thirty trading days after the Actual Effective Date (as defined in the Subscription Agreement) and end thirty trading days prior to Section 13 the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the “Warrant which are subject to a Call Notice”Notice must be registered in a Registration Statement effective from twenty (20) trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder ("Delivery Date"); provided, that, . (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by the Company in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion exercise of the Notes Warrant only within ten days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the “Registration Statement”Subscription Agreement) is then in effect of two hundred and has been effective, without lapse or suspension fifty percent (250%) of any kind, the Purchase Price for a period of thirty ten (3010) consecutive trading days ("Lookback Period"), and daily trading volume during the Lookback Period of not less than 200,000 shares of Common Stock. (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the thirty calendar daysdays prior to the Call Date that the Company or its Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (Ch) trading in The Company and the Common Stock shall not have been suspended by meet the Securities requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and Exchange Commission or through the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of Delivery Date. (i) the date the Holder exercises the Warrant pursuant Unless otherwise agreed to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to by the Holder of this Warrant, a Call Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (iin terms of exercise price and other principal terms) $.001 per issued on or about the same Issue Date as this Warrant, in proportion to the amounts of Common Stock which may be purchased by the respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise such Holder's Warrant rights and purchase the Called Warrant Share Shares and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to pay for same within fourteen trading days after the Call Notice upon Date. If the Warrant Holder tendering fails to timely pay the Issuer amount required by the applicable Warrant certificateCall, the Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (k) The Company may not exercise the right to Call this Warrant after the occurrence of a default by the Company of a material term of this Warrant or the Subscription Agreement.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing twelve (12) months following the Original Issue Date effective date of the registration statement covering the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock issued pursuant to the Purchase Agreement, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) if the Per Share Market Value of the Common Stock has been equal to or greater than $2.20 1.75 for a period of ten twenty (1020) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and by providing the average daily trading volume during Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice Period exceeds 250,000 shares of Common StockNotice"); (B) provided, that a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) 60 consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that a registration statement under the Registration Statement must be effective Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 .01 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to Commencing six (6) months after the contrarydate of issuance of this Warrant, the Issuer Company, at its option, may at any time following the Original Issue Date call up to one hundred percent (100%) percent of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 11 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, if (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (Bi) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock Shares shall not have been suspended declared effective by the Securities and Exchange Commission or (the OTC Bulletin Board (or other exchange or market on which “SEC”) for a period of at least 30 days and the closing bid price of the Common Stock is trading)has been equal to or greater than $4.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive trading days after such registration statement has been declared effective, and (Dii) the Issuer is registration statement shall remain in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective effect from the date of delivery of the Call Notice until the date which is the later of (ix) the date the Holder exercises the Warrant pursuant to the Call Notice Notice, and (iiy) the 20th 10th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock Shares subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this the Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer Company shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant StockShares, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer Company the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contraryWarrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. The effective date of each Call Notice (the "Call Date") is the date on which notice is effective under the notice provision of Section 13 of this Warrant. (b) The Company's right to exercise the Warrant Call shall commence thirty trading days after the Shares issuable upon exercise of the Warrants are or will be immediately upon exercise be free- trading pursuant to an effective Registration Statement or pursuant to Regulation E under the 1933 Act. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant which are subject to a Call Notice must be registered in a Registration Statement effective or be exempt from registration and issuable without restriction on retransfer pursuant to Regulation E under the 1933 Act from twenty-two trading days prior to the Call Date and through the Delivery Date. (d) A Call Notice may be given not sooner than ten (10) trading days after the prior Call Date. (e) A Call Notice may be given by the Company only if the exercise price of the Warrants is not more than 85% of the average closing bid price of the Company's Common Stock as reported on the Amex, Nasdaq SmallCap Market, Nasdaq National Market System, Bulletin Board, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock) (the "Principal Market") for twenty (20) consecutive trading days prior to the Call Date ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the sixty (60) calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) The Warrant Holder shall exercise his Warrant rights and purchase the Called Common Stock and pay for same within thirty (30) days after the Call Date. If the Warrant Holder fails to timely pay the amount required by the Warrant Call, the Issuer may at any time following the Original Issue Date call up Company's sole remedy shall be to one hundred percent (100%) cancel a corresponding amount of this Warrant. (j) The Company may not exercise the right to Call this Warrant then still outstanding after the occurrence of a default by providing the Company of a material term of this Warrant. (k) The Holder of this Warrant written notice pursuant to Section 13 may cancel a Notice of Call if a Material Adverse Event (as defined in the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (ASubscription Agreement) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of occurs within ten (10) consecutive Trading Days immediately prior to the date of delivery of business days after the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue Date call up "Call Date") is the date on which notice is effective under the notice provision of Section 15 of this Warrant. (b) The Company's right to one hundred percent (100%exercise the Warrant Call shall commence thirty trading days after the actual effective date of a registration statement described in Section 11.1(iv) of this the Subscription Agreement and end thirty trading days prior to the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant then still outstanding which are subject to a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder ("Delivery Date"). (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by providing the Company only within five trading days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of $.24 or higher for fifteen (15) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the ninety calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all Warrant written notice pursuant Holders who receive Warrants similar to Section 13 this Warrant (in terms of exercise price and other principal terms) issued on or about the “Call Notice”); provided, thatsame Issue Date as this Warrant, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior proportion to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of which may be purchased by the Notes respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the “Registration Statement”) is then in effect Called Common Stock and has been effective, without lapse or suspension of any kind, pay for a period of same within thirty (30) consecutive calendar days, (C) trading in days after the Common Stock shall not have been suspended Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which k) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateSubscription Agreement.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time commencing one (1) year following the Original Issue Date effective date of the registration statement under the Securities Act providing for the resale of the Warrants, the Warrant Stock and the shares of Common Stock issued pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call (a "Call") up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “"Call Notice”"); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 7.00 for a period of ten twenty (1020) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock"); (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement) and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th 60th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, the Issuer may commencing at any time following the Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value effective date of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the “Registration Statement”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the average VWAP of the Common Stock has been greater than $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of thirty (30) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a KL2:2446074.2 "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (i) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (Cii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (Diii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (Eas defined in the Purchase Agreement) and (iv) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .01 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein The Company in its sole discretion shall have the option (but not the obligation) to "call" the contrary, exercise of the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) shares issuable upon exercise of this Warrant then still outstanding (the "Warrant Call") in accordance with and governed by providing the following: (a) The Company shall exercise the Warrant Call by giving to the Warrant Holder of this Warrant a written notice pursuant to Section 13 of call (the "Call Notice") during the period in which the Warrant Call may be exercised. The effective date of each Call Notice (the “Call NoticeDate”); provided, that, ) is the date on which notice is effective under the notice provision of Section 15 of this Warrant. (b) The Company's right to exercise the Warrant Call shall commence upon the later of six months after the issue date or thirty trading days after the actual effective date of a Registration Statement described in Section 11.1(iv) of the Subscription Agreement and end thirty trading days prior to the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant which are subject to a Call Notice must be registered in a Registration Statement effective from twenty (20) trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder unless such Common Stock can be resold or transferred pursuant to Rule 144 (“Delivery Date”) and provided the Warrant Shares subject to Call are delivered without any restrictive or other legend. (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by the Company in connection with any call by shares of Common Stock issuable upon exercise of the Issuer under this Section 8, (A) the Per Share Market Value of Warrant only within ten days after the Common Stock has been greater than $2.20 had a closing price as reported for a period the Principal Market (as defined in the Subscription Agreement) of ten one hundred and seventy-five percent (10175%) of the exercise price for twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice trading days (a “Call Notice Lookback Period”) ), and the average daily trading volume during the Call Notice Lookback Period exceeds 250,000 of not less than 150,000 shares of Common Stock; . (Bf) a registration statement under The Common Stock must be listed on the Securities Act providing Principal Market for the resale of Lookback Period and through the Warrant Stock and Delivery Date. (g) The Company shall not have received a notice from the shares of Principal Market during the ninety calendar days prior to the Call Date that the Company or its Common Stock issuable upon conversion of does not meet the Notes requirements for continued quotation, listing or trading on the Principal Market. (the “Registration Statement”h) is then in effect The Company and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by meet the Securities requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and Exchange Commission or through the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of Delivery Date. (i) the date the Holder exercises the Warrant pursuant Unless otherwise agreed to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to by the Holder of this Warrant, a Call Notice must be given to all Warrant Holders (except for Brokers’ Warrants or assignees or transferees of Brokers’ Warrants) who receive Warrants similar to this Warrant (iin terms of exercise price and other principal terms) $.001 per issued on or about the same Issue Date as this Warrant, in proportion to the amounts of Common Stock which may be purchased by the respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the Called Warrant Share Shares and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to pay for same within fourteen trading days after the Call Notice upon Date. If the Warrant Holder tendering fails to timely pay the Issuer amount required by the applicable Warrant certificateCall, the Company’s sole remedy shall be to cancel a corresponding amount of this Warrant. Without limiting the generality of the foregoing, the exercise of warrants by the Warrant Holder pursuant to this section shall be in accordance with Sections 1 and 2 of this Agreement (k) The Company may not exercise its right to Call this Warrant after the occurrence of a default by the Company of a material term of this Warrant or the Subscription Agreement or the Notes referred to in the Subscription Agreement.

Call. Notwithstanding anything herein The Company shall have the right, upon notice to the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred percent Holder (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, thatto “call” all or any portion of this Warrant (a “Call”) provided that (i) the Warrant Shares have been registered for resale pursuant to the Securities Act, in connection with any call by and are freely tradable without restriction for at least the Issuer under this Section 830-day period preceding such notice, (Aii) the Per Share Market Value of for the Common Stock has been greater than at least $2.20 1.50 per share (subject to adjustment to reflect stock splits, stock dividends, recapitalizations and the like) for a each trading day in the 20-trading day period of ten (10) consecutive Trading Days immediately prior to preceding the date of delivery of the Call Notice Notice, and (a “Call Notice Period”iii) and the average daily trading volume during for the Common Stock has been at least 75,000 shares for the 10-trading day period immediately preceding the date of the Call Notice. The Call Notice shall state what portion of the Warrant is being Called and on what date the Call shall take effect, which date shall be at least 30 calendar days after the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes is sent to Holder (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant Company covenants to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder honor all exercises of this Warrant up until 5:00pm (iEastern Time) $.001 per on the Call Date, and any such exercises will be applied against the portion of the Warrant being Called. The Call Notice shall be void if on the Call Date, the Warrant Shares are no longer freely tradable without restriction. After 5:01pm (Eastern Time) on the Call Date, any unexercised portion of the Warrant being Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject be cancelled without any consideration due to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateHolder.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue "Call Date") is the date on which notice is effective under the notice provision of Section 15 of this Warrant. (b) The Company's right to exercise the Warrant Call shall commence thirty trading days after the Actual Effective Date call up as defined in the Subscription Agreement. (c) The number of shares of Common Stock to one be issued upon exercise of the Warrant which are subject to a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder ("Delivery Date"). (d) A Call Notice may be given not sooner than ten (10) trading days after the prior Call Date. (e) A Call Notice may be given by the Company only within ten trading days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of not less than two hundred percent (100200%) of this Warrant then still outstanding the Purchase Price for fifteen (15) consecutive trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the sixty (60) calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by providing the Holder of this Warrant, a Call Notice must be given to all Warrant written notice pursuant Holders who receive Warrants similar to Section 13 this Warrant (in terms of exercise price and other principal terms) issued on or about the “Call Notice”); provided, thatsame Issue Date as this Warrant, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior proportion to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of which may be purchased by the Notes respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the “Registration Statement”) is then in effect Called Common Stock and has been effective, without lapse or suspension of any kind, pay for a period of same within thirty (30) consecutive calendar days, (C) trading in days after the Common Stock shall not have been suspended Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which k) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateSubscription Agreement.

Call. Notwithstanding anything herein (a) Call at the Company's Option. Subject to the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) other provisions of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, upon the completion of a Qualified Public Offering, the Company shall have the right to purchase any or all outstanding shares of Series D Preferred Stock (A) the Per Share Market Value "Call"). Any purchase of the Common Series D Preferred Stock has been greater pursuant to this Section 8(a) shall be at a price per share of Series D Preferred Stock equal to the Liquidation Value plus all accrued but unpaid dividends thereon through the date of the exercise of the Call (the "Call Price"). (b) Procedures for Call at the Company's Option. The Company's right to Call the Series D Preferred Stock pursuant to Section 8(a) hereof shall be conditioned upon the Company giving notice (the "Call Notice"), by first class mail, postage prepaid, of the exercise of the Call to the holders of the Series D Preferred Stock not less than $2.20 for a period of ten twenty five (1025) consecutive Trading Days immediately days prior to the date of delivery the exercise of the Call Notice (a “the "Call Date"). Each Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of state: (i) the Call Date; (ii) the number of shares covered by the Call, (iii) the Call Price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the Call Price; (v) that payment will be made upon presentation and surrender of such Series D Preferred Stock; (vi) the then-current Conversion Price and the date on which the Holder exercises right to convert such shares of Series D Preferred Stock will expire; (vii) that dividends on the Warrant pursuant shares to be purchased shall cease to accrue following such Call Date; (viii) that such Call is mandatory; and (ix) that dividends, if any, accrued to and including the Call Date will be paid as specified in such notice. Notice having been mailed as aforesaid, from and after the Call Date, unless the Company shall in default in the payment of Call Price (including any accrued and unpaid dividends to (and including) the Call Date), (A) dividends on the shares of the Series D Preferred Stock shall cease to accrue, (B) such shares shall be deemed no longer outstanding and (C) all rights of the holders thereof as holders of the Series D Preferred Stock (except the right to receive from the Company any moneys payable upon exercise of the Call without interest thereon) shall cease. Upon surrender in accordance with the Call Notice of the certificates for any such shares so purchased (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the Call Notice shall so state), such shares shall be purchased by the Company at the applicable Call Price. Notwithstanding the foregoing, if the Call Notice has been given pursuant to this Section 8 and any holder of shares of Series D Preferred Stock shall, prior to the close of business on the twentieth (20th) day after receipt of such Call Notice, give written notice to the Company Pursuant to Section 5(b) hereof of the conversion of any or all of the shares to be purchased held by such holder (accompanied by a certificate or certificates for such shares, duly endorsed or assigned to the Company), then (i) the conversion of such shares to be purchased shall become effective as provided in Section 5 hereof and (ii) the 20th day after the Holder receives the Company's right to Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant such shares to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) be purchased shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateterminate.

Call. Notwithstanding anything herein Accentia shall have the right upon 10 days’ written notice to the contrary, the Issuer may at any time following the Original Issue Date call up McKesson to one hundred percent purchase all (100%but not less than all) of this Warrant then the Converted Stock (which term includes any Additional Stock issued or required to be issued to McKesson) still outstanding held by providing McKesson as of the Holder of this Warrant written date that is 10 days after such notice pursuant to Section 13 is received by McKesson (the “Call NoticeDate”); provided, that, in connection with any call by the Issuer under this Section 8, ) for a price determined as set forth below: (Ai) the Per Share Market Value If as of the Common date that Accentia sends its notice to McKesson of its desire to purchase the Converted Stock still held by Accentia, Accentia has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to not registered the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement Converted Stock under the Securities Act providing of 1933 nor completed any other Saleability Step, then the price that Accentia must pay to McKesson for the resale Converted Stock shall be equal to the amount of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes (the “Registration Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery Guaranteed Return calculated as of the Call Notice until Date and without regard to any Saleability Step that may intervene between the sending of notice and the Call Date; and (ii) If as of the date that Accentia sends its notice to McKesson of its desire to purchase the Converted Stock still held by McKesson, Accentia has completed a Saleability Step under this Agreement, then the price that Accentia must pay to McKesson for any Converted Stock (which is term includes any Additional Stock held by McKesson) shall be equal to the later greater of (ia) the date Guaranteed Return in effect as of the Holder exercises Call Date less any actual proceeds from the Warrant pursuant disposition of any portion of the Converted Stock (which term includes any Additional Stock held by McKesson) received by McKesson prior to the Call Notice Date, and (iib) the 20th day after weighted average closing price for Accentia common stock as listed on the Holder receives New York Stock Exchange on the date that is five (5) calendar days before the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing multiplied by the number of shares of Warrant Stock, if any, Converted Stock (which shall not have been subject to term includes any Additional Stock held by McKesson) still held by McKesson as of the Call Notice upon Date. After receiving notice from Accentia of Accentia’s desire to purchase the Holder tendering Converted Stock as described in this Paragraph 5, McKesson shall have no obligation to restrict itself from selling or disposing of the Issuer Converted Stock (which term includes any Additional Stock held by McKesson) before the Call Date except as may be imposed by applicable Warrant certificatelaw other than this Agreement.

Call. Notwithstanding anything herein The Company shall have the right, upon notice to the contrary, the Issuer may at any time following the Original Issue Date call up to one hundred percent Holder (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, thatto “call” all or any portion of this Warrant (a “Call”) provided that (i) the Warrant Shares have been registered for resale pursuant to the Securities Act, in connection with any call by and are freely tradable without restriction for at least the Issuer under this Section 830-day period preceding such notice, (Aii) the Per Share Market Value of for the Common Stock has been greater than at least $2.20 1.00 per share (subject to adjustment to reflect stock splits, stock dividends, recapitalizations and the like) for a each trading day in the 15-trading day period of ten (10) consecutive Trading Days immediately prior to preceding the date of delivery of the Call Notice Notice, and (a “Call Notice Period”iii) and the average daily trading volume during for the Common Stock has been at least 50,000 shares for the 15-trading day period immediately preceding the date of the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale . The Call Notice shall state what portion of the Warrant Stock is being Called and on what date the shares of Common Stock issuable upon conversion of Call shall take effect, which date shall be at least 10 calendar days after the Notes Call Notice is sent to Holder (the “Registration StatementCall Date”). The Company covenants to honor all exercises of this Warrant up until 5:00pm (Eastern Time) is then in effect on the Call Date, and has been effectiveany such exercises will be applied against the portion of the Warrant being Called. The Call Notice shall be void if on the Call Date, the Warrant Shares are no longer freely tradable without lapse or suspension restriction. After 5:01pm (Eastern Time) on the Call Date, any unexercised portion of the Warrant being Called shall be cancelled without any kindconsideration due to the Holder. For purposes of this Warrant, for the term “Market Value” means with respect to a period of thirty (30) consecutive calendar daysparticular date, (Ci) trading in if the Common Stock shall not have been suspended by is then listed or quoted on the Securities and Exchange Commission New York Stock Exchange, the NYSE AMEX, the NASDAQ Global Select Market, the NASDAQ Global Market or the OTC Bulletin Board NASDAQ Capital Market or any other national securities exchange, the closing price per share of the Common Stock for such date (or other the nearest preceding date) on the primary eligible market or exchange or market on which the Common Stock is tradingthen listed or quoted; (b) if prices for the Common Stock are then quoted on the OTC Bulletin Board, the closing bid price per share of the Common Stock for such date (or the nearest preceding date) so quoted; or (c) if prices for the Common Stock are then reported in the “Pink Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), (D) the Issuer is in material compliance with most recent closing bid price per share of the terms and conditions of this Warrant and (E) Common Stock so reported. If the Issuer Common Stock is not publicly traded as set forth above, the “fair value” per share of Common Stock shall be reasonably and in possession good faith determined by the Board of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery Directors of the Call Notice until Company as of the date which the exercise is the later of (i) the date the Holder exercises the Warrant pursuant deemed to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateeffected.

Call. Notwithstanding anything herein The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the contrary, Warrant Holder a written notice of call (the Issuer "Call Notice") during the period in which the Warrant Call may at any time following be exercised. The effective date of each Call Notice (the Original Issue Date call up to one hundred percent (100%"Call Date") is the date on which notice is effective under the notice provision of Section 14 of this Warrant. (b) The Company's right to exercise the Warrant then still outstanding by providing Call shall commence thirty trading days after the Holder Actual Effective Date and end thirty trading days prior to the Expiration Date. (c) The number of this shares of Common Stock to be issued upon exercise of the Warrant written notice pursuant which are subject to Section 13 a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date and through the Delivery Date. (d) A Call Notice may be given not sooner than thirty trading days after the “prior Call Notice”); provided, that, in connection with any call Date. (e) A Call Notice may be given by the Issuer under this Section 8, (A) the Per Share Market Value of Company only within five trading days after the Common Stock has been greater had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of not less than $2.20 two hundred percent (200%) of the Purchase Price for a period of ten (10) consecutive Trading Days immediately prior to the date trading days ("Lookback Period"). (f) The amount of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion in connection with which a Call Notice may be given shall be for each Call Notice no more than thirty percent (30%) of the Notes aggregate number of shares of Common Stock purchasable hereunder. (g) The Common Stock must be listed on the “Registration Statement”Principal Market for the Lookback Period and through the Delivery Date. (h) is then The Company shall not have received a notice from the Principal Market during the ninety calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (i) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (j) Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (in effect terms of exercise price and has been effectiveother principal terms) issued on or about the same Issue Date as this Warrant, without lapse or suspension in proportion to the amounts of any kind, Common Stock which may be purchased by the respective Warrant Holders in accordance with the respective Warrants held by each. (k) The Warrant Holder shall exercise his Warrant rights and purchase the Called Common Stock and pay for a period of same within thirty (30) consecutive calendar days, (C) trading in days after the Common Stock shall not have been suspended Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which l) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateSubscription Agreement.

Call. Notwithstanding anything herein The Company shall have the option to "call" the contrary, the Issuer may at any time following the Original Issue Date call exercise of up to one hundred percent (100%) 50% of the shares issuable upon exercise of this Warrant then still outstanding (the "Warrant Call") in accordance with and governed by providing the following: (a) The Company shall exercise the Warrant Call by giving to the Warrant Holder of this Warrant a written notice pursuant to Section 13 of call (the "Call Notice") during the period in which the Warrant Call may be exercised. The effective date of each Call Notice (the “Call NoticeDate”) is the date on which notice is effective under the notice provision of Section 15 of this Warrant. (b) The Company's right to exercise the Warrant Call shall commence thirty trading days after the actual effective date of a Registration Statement described in Section 11.1(iv) of the Subscription Agreement and end thirty trading days prior to the Expiration Date. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant which are subject to a Call Notice must be registered in a Registration Statement effective from thirty (30) trading days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder (“Delivery Date”); provided, that, . (d) A Call Notice may be given not sooner than fifteen trading days after the prior Call Date. (e) A Call Notice may be given by the Company in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion exercise of the Notes Warrant only within ten days after the Common Stock has had a closing price as reported for the Principal Market (as defined in the “Registration Statement”Subscription Agreement) is then in effect and has been effective, without lapse equal to or suspension more than two hundred percent (200%) of any kind, the Purchase Price for a period of thirty (30) consecutive trading days (“Lookback Period”). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the ninety calendar daysdays prior to the Call Date that the Company or its Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (Ch) trading in The Company and the Common Stock shall not have been suspended by meet the Securities requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and Exchange Commission or through the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of Delivery Date. (i) the date the Holder exercises the Warrant pursuant Unless otherwise agreed to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to by the Holder of this Warrant, a Call Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (iin terms of exercise price and other principal terms) $.001 per issued on or about the same Issue Date as this Warrant, in proportion to the amounts of Common Stock which may be purchased by the respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the Called Warrant Share Shares and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to pay for same within fourteen trading days after the Call Notice upon Date. If the Warrant Holder tendering fails to timely pay the Issuer amount required by the applicable Warrant certificateCall, the Company’s sole remedy shall be to cancel a corresponding amount of this Warrant. (k) The Company may not exercise the right to Call this Warrant after the occurrence of a default by the Company of a material term of this Warrant or the Subscription Agreement or the Notes referred to in the Subscription Agreement.

Call. Notwithstanding anything herein to the contrary, the Issuer may at any time following the Original Issue Effectiveness Date of the Registration Statement, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant then still outstanding by providing if the Holder average of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of ten twenty (1020) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “"Call Notice Period”") and by providing the average daily trading volume during the Call Notice Period exceeds 250,000 shares Holder of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the this Warrant Stock and the shares of Common Stock issuable upon conversion of the Notes written notice pursuant to Section 13 (the “"Call Notice"); provided, that (a) the Registration Statement”) Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty twenty (3020) consecutive calendar days, (Cb) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board Nasdaq and (or other exchange or market on which the Common Stock is trading), (Dc) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (E) as defined in the Issuer is not in possession of any material non-public informationPurchase Agreement); provided, further, that the Registration Statement must be effective is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “"Early Termination Date”"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “"Called Warrant Shares”") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (iA) $.001 .10 per Called Warrant Share and (iiB) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder Holder's tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the option to "call" the contrary, exercise of the Issuer may at any time following the Original Issue Date call up to one hundred percent (100%) Warrant Shares issuable upon exercise of this Warrant then still outstanding (the "Warrant Call"), one time only, in accordance with and governed by providing the following: (a) The Company shall exercise the Warrant Call by giving to the Warrant Holder of this Warrant a written notice pursuant to Section 13 of call (the "Call Notice") during the period in which the Warrant Call may be exercised. The effective date of each Call Notice (the “Call NoticeDate”) is the date on which notice is effective under the notice provision of Section 14 of this Warrant. (b) The Company's right to exercise the Warrant Call shall commence when all of following criteria have been satisfied: (i) the Warrant Registration Statement as defined in Section 11.1(iv) of the Subscription Agreement has been declared effective by the Securities Exchange Comission, (ii) the Company’s stock is included for trading and quotation on one of the following stock exchanges, National Association of Securities Dealers Automated Quotations Global Market (“NASDAQ-GM”); provided, thatNational Association of Securities Dealers Automated Quotations Capital Market (“NASDAQ-CM”), in connection with any call by the Issuer under this Section 8, American Stock Exchange (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice PeriodAMEX”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; New York Stock Exchange (B“NYSE”) (each a registration statement under the Securities Act providing for the resale “Major Market”), (iii) Volume Weighted Average Price of the Warrant Stock and the shares of Company’s Common Stock issuable upon conversion of on the Notes (the “Registration Statement”) is then in effect and has been effectiveMajor Market as reported by Bloomberg, without lapse or suspension of any kind, L.P. for a period each of thirty (30) consecutive calendar daystrading days preceding the Call Date (“Lookback Period”) exceeds $0.50, and (Civ) the daily trading volume of the Company’s Common Stock as reported by Bloomberg, L.P. for each trading day during the Lockback Period exceeds 2,500,000 shares. (c) The number of shares of Common Stock to be issued upon exercise of the Warrant which are subject to a Call Notice must be registered in a Registration Statement effective from thirty (30) trading in days prior to the Call Date and through the date such Common Stock is actually delivered to the Warrant Holder (“Delivery Date”). (d) The Common Stock must be listed on the Major Market for the Lookback Period and through the Delivery Date. (e) The Company shall not have received a notice from the Major Market during the ninety calendar days prior to the Call Date that the Company or its Common Stock does not meet the requirements for continued quotation, listing or trading on the Major Market. (f) The Company and the Common Stock shall not have been suspended by meet the Securities and Exchange Commission requirements for continued quotation, listing or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire trading on the Early Termination Date if this Warrant is not exercised with respect Major Market for the Lookback Period and through the Delivery Date. (g) Unless otherwise agreed to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to by the Holder of this Warrant, a Call Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (iin terms of exercise price and other principal terms) $.001 per issued on or about the same Issue Date as this Warrant, in proportion to the amounts of Common Stock which may be purchased by the respective Warrant Holders in accordance with the respective Warrants held by each. (h) The Warrant Holder shall exercise his Warrant rights and purchase the Called Warrant Share Shares and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to pay for same within fourteen trading days after the Call Notice upon Date. If the Warrant Holder tendering fails to timely pay the Issuer amount required by the applicable Warrant certificateCall, the Company’s sole remedy shall be to cancel a corresponding amount of this Warrant.

Call. Notwithstanding anything herein The Company shall have the option to "call" the contrary, the Issuer may at any time following the Original Issue Date call Warrants in connection with up to one hundred an aggregate fifty percent (10050%) of the amount of Common Stock purchasable hereunder (the "Warrant Call"), one or more times, in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to the Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. The effective date of each Call Notice (the "Call Date") is the date on which notice is effective under the notice provision of Section 14 of this Warrant. (b) The Company's right to exercise the Warrant Call shall commence thirty trading days after the effective date of the a registration statement covering the resale of the shares of Common Stock underlying this Warrant then still outstanding by providing and end thirty trading days prior to the Holder Expiration Date. (c) The number of this shares of Common Stock to be issued upon exercise of the Warrant written notice pursuant which are subject to Section 13 a Call Notice must be registered in a registration statement effective from twenty-two trading days prior to the Call Date and through the Delivery Date. (d) A Call Notice may be given not sooner than thirty trading days after the “prior Call Notice”); provided, that, in connection with any call Date. (e) A Call Notice may be given by the Issuer under this Section 8, (A) the Per Share Market Value of Company only within five trading days after the Common Stock has been greater had a closing price as reported for the Principal Market (as defined in the Subscription Agreement) of not less than $2.20 two hundred percent (200%) of the Purchase Price for a period of ten (10) consecutive Trading Days immediately trading days ("Lookback Period"). (f) The Common Stock must be listed on the Principal Market for the Lookback Period and through the Delivery Date. (g) The Company shall not have received a notice from the Principal Market during the ninety calendar days prior to the date Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Principal Market. (h) The Company and the Common Stock shall meet the requirements for continued quotation, listing or trading on the Principal Market for the Lookback Period and through the Delivery Date. (i) Unless otherwise agreed to by the Holder of delivery of the this Warrant, a Call Notice must be given to all Warrant Holders who receive Warrants similar to this Warrant (a “Call Notice Period”in terms of exercise price and other principal terms) and issued on or about the average daily trading volume during same Issue Date as this Warrant, in proportion to the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares amounts of Common Stock issuable upon conversion of which may be purchased by the Notes respective Warrant Holders in accordance with the respective Warrants held by each. (j) The Warrant Holder shall exercise his Warrant rights and purchase the “Registration Statement”) is then in effect Called Common Stock and has been effective, without lapse or suspension of any kind, pay for a period of same within thirty (30) consecutive calendar days, (C) trading in days after the Common Stock shall not have been suspended Call Date. If the Warrant Holder fails to timely pay the amount required by the Securities and Exchange Commission or Warrant Call, the OTC Bulletin Board Company's sole remedy shall be to cancel a corresponding amount of this Warrant. (or other exchange or market on which k) The Company may not exercise the Common Stock is trading), (D) right to Call this Warrant after the Issuer is in occurrence of a default by the Company of a material compliance with the terms and conditions term of this Warrant and (E) or the Issuer is Subscription Agreement, including but not in possession of any material nonlimited to a Non-public information; provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the “Early Termination Date”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the “Called Warrant Shares”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.001 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificateEvent.