Common use of Exercise Clause in Contracts

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) in whole or in part, upon delivery of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) exercised, in whole or in part, upon delivery from time to time by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of written notice the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, specifying in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which the Holder has elected to purchase, at the following address: ▇▇ ▇▇this Warrant is then exercised. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the The Company shall designate in written notice to the Holder hereof, together with cancel this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon on any such exercise of this Warrant as aforesaidand, the Company if such exercise is partial, shall as promptly as practicable execute issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the total number of whole fully paid and nonassessable Shares for as to which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been so exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stockplus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) the then fair market value of such fraction of a share of Common Stock, by shares or (ii) the amount obtained by subtracting the Exercise Purchase Price from the average as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the bid date of such exercise and asked prices for a share the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the over-the-counter market one at the close head of business on the date of exercise of the this Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant To the extent that the SAR shall have become and remains exercisable as provided in Section 3 and subject to such reasonable administrative regulations as the Board or the Committee may have adopted, the SAR may be exercised by the Holder (but only on the conditions hereinafter set forth) exercised, in whole or in part, upon delivery of written by notice to the CompanySecretary of the Company or the Option Administration Department in writing given 15 business days prior to the date on which the Grantee expects to exercise the SAR (the “Exercise Date”), specifying the number of SAR Shares with respect to which the Holder has elected to purchaseSAR is being exercised (the “Exercise Shares”) and the expected Exercise Date, at provided that if shares of Common Stock are traded on a U.S. national securities exchange or bid and ask prices for shares of Common Stock are quoted over the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇NASDAQ National Market (“NASDAQ”) operated by the National Association of Securities Dealers, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇Inc., ▇▇▇▇▇▇▇, Attention: President, or such other address as notice may be given five business days before the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchasedDate. Upon exercise of this Warrant as aforesaidthe SAR, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder Grantee shall be entitled to receive a new Warrant covering number of shares of Common Stock (the “Net SAR Shares”) equal to the quotient obtained by dividing x by y, where: x = the number of Exercise Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made multiplied by the delivery excess, if any, of a certified or cashier's check payable to (A) the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction Fair Market Value of a share of Common StockStock on the Exercise Date over (B) the Exercise Price, in lieu of such fraction and y = the Fair Market Value of a share, share of Common Stock on the Holder of this Warrant otherwise entitled to a fraction of such Exercise Date. No fractional share of Common Stock shall receivebe issued to make any payment in respect of SAR; if any fractional share would be issuable, upon surrender the number of Net SAR Shares payable to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal Grantee shall be rounded down to the product obtained by multiplying next whole share (no payment of cash, shares or other consideration shall be made with respect to such fractional share). The Company may require the Grantee to furnish or execute such other documents as the Company shall reasonably deem necessary (i) to evidence such fraction of a share of Common Stockexercise, by (ii) to determine whether registration is then required under the amount obtained by subtracting U.S. Securities Act of 1933, as amended (the Exercise Price from “Securities Act”), and (iii) to comply with or satisfy the average requirements of the bid and asked prices for a share of Common Stock in the overSecurities Act, applicable state or non-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation SystemU.S. securities laws or any other law.

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) Registered Holder, in whole or in part, upon delivery by the surrender of written notice to this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office of the Company, specifying or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Purchase Price multiplied by the number of Warrant Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or then being purchased upon such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment exercise. (in the manner described in Section 3(bb) below) for the aggregate Exercise Price of the Shares so purchased. Upon Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as aforesaidprovided in subsection l(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of the purchase right represented by this Warrant, the Company shall as promptly as practicable execute at its expense will use its best efforts to cause to be issued in the name of, and deliver delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the total number of whole full shares of Warrant Shares for to which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Registered Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon such exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stockplus, in lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such fraction exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, stating on the Holder face or faces thereof the number of shares currently stated on the face of this Warrant otherwise entitled to a fraction minus the number of such share of Common Stock shall receive, shares purchased by Registered Holder upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (iexercise as provided in subsection l(a) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemabove.

Exercise. The Dragging Investors shall furnish a written notice (the “Drag Along Sale Notice”) to the Company at least ten (10) business days prior to the consummation of such proposed Transfer, and the Company shall promptly furnish any such Drag Along Sale Notice to each Investor other than the Dragging Investors. The Drag Along Sale Notice shall set forth the principal terms and conditions of the proposed Transfer insofar is it relates to the Shares, including (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) in whole or in part, upon delivery of written notice to the Company, specifying the number of Shares to be acquired from the Dragging Investor, (b) the Drag Along Sale Percentage, (c) the per Share consideration to be received in the proposed Transfer, including the form of consideration (if other than cash), (d) the name and address of the Prospective Buyer and (e) if known, the proposed closing date. If the Dragging Investor consummates the proposed Transfer to which reference is made in the Holder has elected Drag Along Sale Notice, each other Investor (each, a “Participating Seller,” and together with the Dragging Investors, the “Drag Along Sellers”) shall be bound and obligated to purchaseTransfer the Drag Along Sale Percentage of such Investor’s Shares in the proposed Transfer on the same terms and conditions as the Dragging Investor with respect to each Share Transferred (subject to the limitations set forth in the proviso to the first sentence of Section 4.4.2). If, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price end of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on 270th day after the date of exercise delivery of the WarrantDrag Along Sale Notice, as reported by the National Association Dragging Investor has not completed the proposed Transfer, the Drag Along Sale Notice shall be null and void, each Participating Seller shall be released from its obligation under the Drag Along Sale Notice and it shall be necessary for a separate Drag Along Sale Notice to be furnished and the terms and provisions of Securities Dealers Automated Quotation Systemthis Section 4.3 separately complied with, in order to consummate such proposed Transfer pursuant to this Section 4.3.

Exercise. Within seven (a7) This Warrant may be exercised business days after the date of delivery of the Tag Along Notice by the Holder Prospective Selling Investor to each Tag Along Offeree, each Tag Along Offeree desiring to make an offer to include Shares in the proposed Transfer (but only on each a “Participating Seller” and, together with the conditions hereinafter set forthProspective Selling Investor, collectively, the “Tag Along Sellers”) in whole or in part, upon delivery of shall furnish a written notice (the “Tag Along Offer”) to the Company, specifying Prospective Selling Investor indicating the number of Shares which the Holder has elected such Participating Seller desires to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (have included in the manner described proposed Transfer (not in Section 3(b) below) for any event to exceed the aggregate Exercise Price Tag Along Sale Percentage of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested held by such HolderTag Along Offeree). If this Warrant Each Tag Along Offeree who does not make a Tag Along Offer in compliance with the above requirements, including the time period, shall have waived and be exercised deemed to have waived all of such holder’s rights with respect to less such Transfer, and, the Tag Along Sellers shall thereafter be free to Transfer to the Prospective Buyer, at a per Share price no greater than the per Share price set forth in the Tag Along Notice and on other terms and conditions that are, in all material respects, the same as those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Offeree pursuant to this Section 4.2. The Prospective Selling Investor shall use its commercially reasonable efforts to interest the Prospective Buyer in purchasing, in addition to the Offered Shares, at the same price per Share and on the terms and conditions set forth in the Transfer Notice, all of the SharesShares the Participating Sellers wish to sell. If the Prospective Buyer does not wish to purchase all of the Shares made available by the Tag Along Sellers, the Holder then each Tag Along Seller shall be entitled to receive sell, at the same price per Share and on the terms and conditions set forth in the Transfer Notice, a new Warrant covering portion of the Shares being sold to the Prospective Buyer, in the same proportion as such Tag Along Seller’s ownership of Shares bears to the aggregate number of Shares owned by all of the Tag Along Sellers. If the Participating Sellers do not elect to sell the full number of Shares which they are entitled to sell pursuant to this Section 4.2.2, the Prospective Selling Investor shall be entitled to sell to the Prospective Buyer, according to the terms and conditions of the Transfer Notice, that number of its own Shares which equals the difference between the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares desired to be purchased upon exercise of this Warrant shall be made by the delivery Prospective Buyer and the number of a certified or cashier's check payable Shares the Participating Sellers sell pursuant to the Company for the aggregate Exercise Price of the Shares to be purchasedthis Section 4.2.2. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (aa- A) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) Registered Holder, in whole or in part, upon delivery by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT II duly executed by such Registered Holder or by such ---------- Registered Holder's duly authorized attorney, at the principal office of written notice to the Company, specifying or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (a- B) At any time at which the Company is subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or at any time subsequent to the delivery of notice by the Company pursuant to Section 7 of this Warrant of any consolidation or a merger of the Company with or into another corporation pursuant to which such other corporation does not agree to assume the obligations of the Company under this Warrant or a transfer of all or substantially all of the assets of the Company pursuant to which the transferee does not agree to assume the obligations of the Company under this Warrant, the Registered Holder has elected to purchasemay, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇its option, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, elect to pay some or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price all of the Shares so purchased. Upon Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as aforesaid, is determined by dividing (i) the Company shall total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value (as promptly defined in Section 3 of this Warrant) per share of Common Stock as practicable execute and deliver of the Exercise Date (as defined in Section 1(b) of this Warrant) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the Holder a certificate or certificates for maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of whole Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares for by (y) a fraction, the numerator of which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. For the purposes of this Warrant, any Warrant Shares cancelled as payment pursuant to less than this Section 1(a-B) for some or all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased Purchase Price upon an exercise of this Warrant shall be made by referred to as "Purchase Price Shares." (a- C) In the delivery event of any consolidation or merger of the Company with or into another corporation pursuant to which such other corporation does not agree to assume the obligations of the Company under this Warrant or a certified transfer of all or cashier's check payable substantially all of the assets of the Company pursuant to which the transferee does not agree to assume the obligations of the Company under this Warrant, to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of extent this Warrant is not previously exercised, and if the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such Fair Market Value per share of Common Stock is greater than the per share Purchase Price, this Warrant shall receive, upon surrender be automatically exercised in accordance with the provisions of Section 1(a-B) of this Warrant as to the Company maximum number of the Warrant held by Shares purchasable pursuant to such Holder, a cash amount for such fraction Section 1(a-B) immediately prior to its cancellation pursuant to Section 2(b) of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the this Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter hereafter set forth) in whole as to all or in part, any increment or increments of one thousand (1,000) Shares (or the balance of the Shares if less than such number) upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company during normal business hours on any business day at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, address set forth in Section 16 hereof or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check or (ii) by wire transfer of immediately available funds to an account designated by the Company to the Holder. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, and in any event within five (5) business days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon exercise of this Warrant. (b) Payment for the Shares to be purchased upon exercise In lieu of exercising this Warrant pursuant to Section 3(a) above, the Holder shall be made by have the right to require the Company to convert this Warrant, in whole or in part and at any time or times into Shares (the "Conversion Right"), upon delivery of a certified or cashier's check payable written notice of intent to convert to the Company for at its address in Section 3(a) or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any Exercise Price) that number of Shares which is equal to the quotient obtained by dividing (x) the value of the number of Shares with respect to which the Conversion Right is being exercised (determined by subtracting the aggregate Exercise Price for the Shares with respect to which the Conversion Right is being exercised from a number equal to the product of (i) the Fair Market Value per Share (as such term is defined in Section 10(c)) as at such time, multiplied by (ii) the number of Shares with respect to which the Conversion Right is being exercised), by (y) such Fair Market Value per Share. Any references in this Warrant to the "exercise" of this Warrant, and the use of the Shares term exercise herein, shall be deemed to be purchasedinclude (without limitation) any exercise of the Conversion Right. (c) If on any No fractional Shares shall be issuable upon the exercise of this Warrant Warrant, and the Holder would be entitled to acquire a fraction of a share of Common Stock, Company shall in lieu of such fraction issuing fractional Shares pay the holder hereof an amount of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained fractional Share that otherwise would be issuable multiplied by multiplying the Fair Market Value per Share (ias defined in Section 10(c)) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close time of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemexercise.

Exercise. If the Prospective Selling Shareholders wish to exercise the drag-along rights contained in this Section 4.2, then the Prospective Selling Shareholders shall deliver a written notice (the “Drag Along Notice”) to each other Shareholder at least ten (10) Business Days prior to the consummation of the Change in Control transaction. The Drag Along Notice shall set forth the principal terms and conditions of the proposed Sale, including (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) in whole or in part, upon delivery of written notice to the Company, specifying the number and class of Shares to be acquired from the Prospective Selling Shareholders, (b) the Drag Along Sale Percentage for each class, (c) the consideration to be received in the proposed Sale for each class, (d) the name and address of the Prospective Buyer and (e) if known, the proposed Transfer date. If the Prospective Selling Shareholders consummate the proposed Sale to which reference is made in the Holder has elected to purchaseDrag Along Notice, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇each other Shareholder (each, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereofa “Participating Seller,” and, together with this Warrant the Prospective Selling Shareholders, collectively, the “Drag Along Sellers”) shall: (i) be bound and payment (obligated to Sell the Drag Along Sale Percentage of such Drag Along Seller’s Shares of each class in the manner described in Section 3(b) below) for proposed Sale on the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaidsame terms and conditions, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled each Share Sold (subject to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common StockSection 4.2.2 and, in lieu the case of such fraction Options, Warrants and Convertible Securities, Section 4.4.3) as the Prospective Selling Shareholders shall Sell each Share in the Sale (subject to Section 4.4.3 in the case of a shareOptions, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by Warrants and Convertible Securities); and (ii) except as provided in Section 4.4.3, shall receive the same form and amount obtained of consideration per Share to be received by subtracting the Exercise Price from Prospective Selling Shareholders for the average corresponding class of Shares (on an as converted basis, in the case of Convertible Securities). If any holders of Shares of any class are given an option as to the form and amount of consideration to be received, all holders of Shares of such class will be given the same option. Unless otherwise agreed by each Drag Along Seller, any non-cash consideration shall be allocated among the Drag Along Sellers pro rata based upon the aggregate amount of consideration to be received by such Drag Along Sellers. If at the end of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on 180th day after the date of exercise delivery of the WarrantDrag Along Notice the Prospective Selling Shareholders have not completed the proposed Sale, as reported by the National Association Drag Along Notice shall be null and void, each Participating Seller shall be released from such holder’s obligation under the Drag Along Notice and it shall be necessary for a separate Drag Along Notice to be delivered and the terms and provisions of Securities Dealers Automated Quotation Systemthis Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2.

Exercise. The purchase price of Shares purchased hereunder shall be paid in full with, or in a combination of, (a) This Warrant may be exercised cash or (b) shares of the Corporation’s Common Stock that have been owned by the Holder Optionee, and have been fully vested and freely transferable by the Optionee, for at least six months preceding the date of exercise of the Option, duly endorsed or accompanied by stock powers executed in blank. However, the Corporation in its discretion may permit the Optionee (but only on if the conditions hereinafter set forthNon-Qualified Stock Option Agreement February 15, 2006 Page 4. Optionee owns shares that have been owned by the Optionee, and have been fully vested and fully transferable by the Optionee, for at least six months preceding the date of exercise) to “attest” to his ownership of the number of shares required to pay all or part of the purchase price (and not require delivery of the shares), in which case the Corporation will deliver to the Optionee the number of shares to which the Optionee is entitled, net of the “attested” shares. If payment is made in whole or in part, upon delivery of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together part with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price shares of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Corporation’s Common Stock, in lieu the value of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to be the Company mean between its high and low prices on the day of the Warrant held purchase as reported by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at The New York Times following the close of business on the date of exercise exercise. No “reload” or other option will be granted by reason of any such exercise. The Optionee agrees that, notwithstanding the terms of any pre-existing agreement between the Corporation and the Optionee, any shares of the Warrant, as reported Corporation’s Common Stock surrendered (or “attested” to) for payment of the exercise price of any options previously granted by the National Association Corporation to the Optionee (whether granted under the terms of Securities Dealers Automated Quotation Systemthe Amended and Restated Employee Long-Term Incentive Plan or any predecessor program) shall be valued in the manner provided in the preceding sentence except to the extent otherwise expressly provided by the terms of the program document.

Exercise. (a) This Warrant may be exercised during the Exercise Period by the Holder (but only on the conditions hereinafter set forth) Registered Holder, in whole or in part, upon delivery by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of written notice to the Company, specifying or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares which the purchased upon such exercise. (b) The Registered Holder has elected to purchasemay, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇its option, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, elect to pay some or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price all of the Shares so purchased. Upon Purchase Price payable upon an exercise of this Warrant by canceling that number of Warrant Shares subject to this Warrant equal to the quotient determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the Fair Market Value per share of Common Stock as aforesaidof the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date"). If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as promptly provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable execute after the exercise of this Warrant in full or in part, and deliver in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the total number of whole full Warrant Shares for to which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Registered Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon such exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stockplus, in lieu of any fractional share to which such fraction Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, calling in the Holder aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant otherwise entitled to a fraction minus the sum of (a) the number of such share shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock shall receive, upon surrender to Warrant Shares (if any) covered by the Company portion of this Warrant cancelled in payment of the Warrant held by Purchase Price payable upon such Holder, a cash amount for such fraction of a share equal exercise pursuant to the product obtained by multiplying (isubsection 1(b) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemabove.

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) in whole or in part, upon delivery of The Prospective Selling Stockholders shall furnish a written notice (the “Drag Along Notice”) to each other holder of Shares at least ten business days prior to the Companyconsummation of the Change of Control transaction. The Drag Along Notice shall set forth the principal terms and conditions of the proposed Sale, specifying including (i) the number and class of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by acquired from the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common StockProspective Selling Stockholders, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting Drag Along Sale Percentage for each class, (iii) the Exercise Price from per share consideration to be received in the average proposed Sale for each class, (iv) the name and address of the bid Prospective Buyer and asked prices for a share of Common Stock (v) if known, the proposed Transfer date. If the Prospective Selling Stockholders consummate the proposed Sale to which reference is made in the overDrag Along Notice, each other holder of Shares (each a “Participating Seller”, and, together with the Prospective Selling Stockholders, collectively, the “Drag Along Sellers”) shall: (i) be bound and obligated to Sell the Drag Along Sale Percentage of such holder’s Shares of each class in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities) as the Prospective Selling Stockholders shall Sell each Share in the Sale (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities); and (ii) except as provided in Section 4.3.1, shall receive the same form and amount of consideration per Share to be received by the Prospective Selling Stockholders for the corresponding class of Shares (on an as converted basis, if applicable). Except as provided in Section 4.3.1, if any holders of Shares of any class are given an option as to the form and amount of consideration to be received, all holders of Shares of such class will be given the same option. Unless otherwise agreed by the Drag Along Sellers, any non-the-counter market cash consideration shall be allocated among the Drag Along Sellers pro rata based upon the aggregate amount of consideration to be received by such Drag Along Sellers. If at the close end of business on the 180th day after the date of exercise delivery of the WarrantDrag Along Notice the Prospective Selling Stockholders have not completed the proposed Sale, as reported by the National Association Drag Along Notice shall be null and void, each Participating Seller shall be released from such holder’s obligation under the Drag Along Notice and it shall be necessary for a separate Drag Along Notice to be furnished and the terms and provisions of Securities Dealers Automated Quotation Systemthis Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2.

Exercise. (a) This Warrant During the period that the Option is exercisable, it may be exercised in full or in part by the Holder (but only on Grantee or his guardian, assignee or legal representative, and, in the conditions hereinafter set forth) in whole event of the Grantee's death, by the person or in partpersons to whom the Option was transferred by assignment, upon delivery will or the laws of descent and distribution, by delivering or mailing written notice of the exercise to the Company, specifying Secretary of LHI. The written notice shall be signed by the person entitled to exercise the Option and shall specify the address and Social Security number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holderperson. If this Warrant shall be exercised with respect any person other than the Grantee purports to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering exercise all or any portion of the number Option, the written notice shall be accompanied by proof, satisfactory to the Secretary of Shares in respect LHI, of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrantthat entitlement. (b) Payment Subject to the provisions of subsection (c) hereof, the written notice shall be accompanied by full payment of the exercise price for the Shares shares as to be purchased upon which the Option is exercised either (i) in cash or cash equivalents, (ii) in shares of LHI common stock evidenced by certificates either endorsed or with stock powers attached transferring ownership to LHI, with an aggregate Fair Market Value (as defined in the Plan) equal to said exercise price on the date the written notice is received by the Secretary, or (iii) in any combination of cash or cash equivalents and such shares; provided that any shares of LHI common stock tendered in payment of all or any part of the exercise price must, if they are shares acquired by the Grantee through an exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable Option, have been owned for more than six (6) months prior to the Company for the aggregate Exercise Price of the Shares to be purchasedsubject Option exercise. (c) If on In lieu of payment of the exercise price by way of delivery of certificate(s) evidencing shares of LHI common stock, the Grantee may furnish a notarized statement reciting the number of shares being purchased under the Option and the number of LHI shares owned by the Grantee which could be freely delivered as payment; provided that if the certificate refers to any shares acquired through an exercise of this Warrant the Holder would Option, then such shares must have been owned for more than six (6) months prior to the subject Option exercise in order to be entitled considered eligible to acquire be freely delivered as payment. If the Grantee furnishes such a fraction statement in payment of the exercise price, he will be issued a certificate for new shares representing the number of shares as to which the Option is exercised, less the number of shares described in the notarized statement as constituting payment under the Option. (d) In the event the Grantee pays the Option exercise price by delivery of a share notarized statement of Common Stockownership, as described in lieu of such fraction of a sharesubsection (c) next above, the Holder number of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender shares remaining subject to the Company Option shall be reduced not only by the number of new shares issued upon exercise of the Warrant held Option but also by such Holder, a cash amount for such fraction the number of a share equal previously owned shares listed on the notarized statement of ownership and deemed to be surrendered as payment of the exercise price. (e) The written notice of exercise will be effective and the Option shall be deemed exercised to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock extent specified in the over-the-counter market at the close of business notice on the date of exercise that the written notice (together with required accompaniments respecting payment of the Warrant, as reported exercise price) is received by the National Association Secretary of Securities Dealers Automated Quotation SystemLHI at its then executive offices during regular business hours.

Exercise. (a) This Warrant may be exercised at any time and from time to time prior to its expiration pursuant to Section 2.3 hereof by the Holder holder hereof, by surrender of this Warrant, with the form of subscription at the end hereof duly executed by such holder, to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (but only upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the conditions hereinafter set forthface or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, in whole or in part, upon delivery of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for holder hereof may pay the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver with respect to the Holder a certificate or certificates for the total number shares of whole Shares Common Stock for which this Warrant is then being exercised (collectively, the "Exercise Shares") by (a) in the event the holder of this Warrant is also the holder of a Note, decreasing the outstanding principal amount of such names and denominations as are requested Note by such Holder. If this Warrant shall be exercised with respect amount or (b) surrendering its rights to less a number of Exercise Shares having a fair market value equal to or greater than all of the Sharesrequired aggregate Exercise Price, in which case the Holder shall be entitled to holder hereof would receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Exercise Shares to which it would otherwise be purchased entitled upon exercise such exercise, less the surrendered shares. For purposes of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a shareSection 2.1, the Holder fair market value of this Warrant otherwise entitled to a fraction of such one share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share be equal to the product obtained by multiplying (i) Repurchase Price of such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average determined in accordance with Section 11.5 of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation SystemPurchase Agreement.

Exercise. (a) This Warrant To the extent that the SAR becomes and remains exercisable as provided in Section 3 and subject to any reasonable administrative regulations as the Board or the Committee may have adopted, the SAR may be exercised by the Holder (but only on the conditions hereinafter set forth) exercised, in whole or in part, upon delivery of written by notice to the CompanySecretary of the Company or the Option Administration Department in writing given 15 business days prior to the date on which the Grantee expects to exercise the SAR (the “Exercise Date”), specifying the number of SAR Shares with respect to which the Holder has elected to purchaseSAR is being exercised (the “Exercise Shares”) and the expected Exercise Date, at provided that if shares of Common Stock are traded on a U.S. national securities exchange or bid and ask prices for shares of Common Stock are quoted over the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇NASDAQ National Market (“NASDAQ”) operated by the National Association of Securities Dealers, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇Inc., ▇▇▇▇▇▇▇, Attention: President, or such other address as notice may be given five business days before the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchasedDate. Upon exercise of this Warrant as aforesaidthe SAR, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder Grantee shall be entitled to receive a new Warrant covering number of shares of Common Stock (the “Net SAR Shares”) equal to the quotient obtained by dividing x by y, where: x = the number of Exercise Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made multiplied by the delivery excess, if any, of a certified or cashier's check payable to (A) the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction Fair Market Value of a share of Common StockStock on the Exercise Date over (B) the Exercise Price, in lieu of such fraction and y = the Fair Market Value of a share, share of Common Stock on the Holder of this Warrant otherwise entitled to a fraction of such Exercise Date. No fractional share of Common Stock shall receive, upon surrender be issued to make any payment with respect to the Company SAR; if any fractional share would be issuable, the number of the Warrant held by such Holder, a cash amount for such fraction of a share equal Net SAR Shares payable to the product obtained by multiplying Grantee shall be rounded down to the next whole share (no payment of cash, shares or other consideration shall be made with respect to any fractional share). The Company may require the Grantee to furnish or execute any other documents that the Company reasonably deems necessary (i) such fraction of a share of Common Stockto evidence the exercise, by (ii) to determine whether registration is then required under the amount obtained by subtracting U.S. Securities Act of 1933, as amended (the Exercise Price from “Securities Act”), and (iii) to comply with or satisfy the average requirements of the bid and asked prices for a share of Common Stock in the overSecurities Act, applicable state or non-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation SystemU.S. securities laws or any other law.

Exercise. By notification to the Company within ten (a10) This Warrant days after the Offer Notice is given, each Investor may be exercised by elect to purchase or otherwise acquire, at the Holder (but only price and on the conditions hereinafter set forthterms specified in the Offer Notice, up to that portion of such New Securities which equals (x) in whole the aggregate amount or in partprincipal amount, upon delivery as applicable, of written notice New Securities proposed to be offered and sold by the Company, specifying multiplied by (y) the number Investor’s Pro Rata Share. At the expiration of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment ten (in the manner described in Section 3(b10) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaidday period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as promptly applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as practicable applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are any document reasonably requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchasedin connection with this Article II. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. Each Participating Offeree desiring to accept the offer contained in the Participation Notice shall accept such offer by delivering a written notice of such acceptance to the Issuer within ten (a10) This Warrant may Business Days after the receipt of the Participation Notice specifying the amount of Subject Securities (not to exceed such Participating Offeree’s Participation Portion) which such Participation Offeree desires to be exercised by issued (each a “Participating Buyer”). Each Participation Offeree who does not accept such offer in compliance with the Holder above requirements, including the applicable time periods, shall be deemed to have waived all of such Investor’s rights to participate in such Issuance, and the Issuer shall thereafter be free to issue Subject Securities in such Issuance to the Prospective Subscriber and any Participating Buyers, at a price no less than the minimum price set forth in the Participation Notice and on other principal terms in the aggregate not substantially more favorable to the Prospective Subscriber than those set forth in the Participation Notice, without any further obligation to such non-accepting Participating Offerees pursuant to this Section 5. If, prior to consummation, the terms and conditions of such proposed Issuance as set forth in the Participation Notice shall change with the result that the price shall be less than the minimum price set forth in the Participation Notice or the other principal terms shall be substantially more favorable to the Prospective Subscriber than those set forth in the Participation Notice, it shall be necessary for the Issuer to give written notice (but only on the conditions hereinafter set forthan “Amended Participation Notice”) in whole or order to consummate such Issuance; provided, however, that if an Amended Participation Notice is issued, each Participating Buyer shall have an additional five (5) Business Days to exercise its right of participation as provided in part, upon delivery of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant5. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) exercised, in whole or in part, upon delivery at any time and from time to time during the Exercise Period. Such exercise shall be accomplished by tender to the Company of written notice an amount equal to the Exercise Price multiplied by the number of underlying shares being purchased (the “Purchase Price”), either (i) in cash, by wire transfer or by certified check or bank cashier’s check, payable to the order of the Company, specifying the or (ii) by surrendering such number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price shares of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased Common Stock received upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable with an aggregate Fair Market Value (as defined below) equal to the Company for Purchase Price (as described in the aggregate Exercise Price of the Shares to be purchased. following paragraph (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock“Cashless Exercise”), in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon together with presentation and surrender to the Company of this Warrant with an executed subscription agreement in substantially the Warrant held by such form attached hereto as Exhibit A (the “Subscription”). Upon receipt of the foregoing, the Company will deliver to the Holder, as promptly as possible, a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Holder or his transferee (as permitted under Section 3 below). With respect to any exercise of this Warrant, the Holder will for all purposes be deemed to have become the holder of record of the number of shares of Common Stock purchased hereunder on the date the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Date”), irrespective of the date of delivery of the certificate evidencing such shares of the Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash amount for such fraction of a share equal to the product obtained by multiplying (i) current market price of such fraction of a share of Common Stock, by (ii) Stock on the amount obtained by subtracting trading day immediately preceding the Exercise Price from Date. In the average event this Warrant is exercised in part, the Company shall issue a new Warrant to the Holder covering the aggregate number of the bid and asked prices for a share shares of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemto which this Warrant remains exercisable.

Exercise. (a) This Warrant may be exercised by the Holder hereof as to all or any increment or increments of 100 Shares (but only on or the conditions hereinafter set forth) in whole or in partbalance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: Presidentaddress set forth in the Debenture Purchase Agreement, or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. Upon exercise The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Debenture or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price, or (iii) by the surrender of a portion of this Warrant as aforesaidwhere the excess of (A) the Fair Market Value of the Shares subject to the portion of this Warrant that is surrendered (the "Surrendered Shares"), over (B) the aggregate Exercise Price of the Surrendered Shares, is equal to the aggregate Exercise Price for the Shares to be issued. Upon payment of the Exercise Price, the Holder shall be deemed to be the holder of record of the Shares, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Shares may not then be actually delivered to the Holder. The Company shall as promptly as practicable thereafter, and in any event within 15 days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled upon surrender of the old Warrant to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for . The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchasedWarrant. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant may be exercised prior to its expiration pursuant to Section 2.4 hereof by the Holder holder hereof at any time or from time to time, by surrender of this Warrant, with the form of subscription at the end hereof duly executed by such holder, to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (but only upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the conditions hereinafter set forthface or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, in whole or in part, upon delivery of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for holder hereof may pay the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver with respect to the Holder a certificate or certificates for the total number shares of whole Shares Common Stock for which this Warrant is then being exercised (collectively, the "EXERCISE SHARES") by (a) in the event the holder of this Warrant is also the holder of a promissory note of the Company, decreasing the outstanding principal and/or interest amount of such names and denominations as are requested note by such Holder. If this Warrant shall be exercised with respect amount or (b) surrendering its rights to less a number of Exercise Shares having a Fair Market Value (as defined herein) equal to or greater than all of the Sharesrequired aggregate Exercise Price, in which case the Holder shall be entitled to holder hereof would receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Exercise Shares to which it would otherwise be purchased entitled upon exercise such exercise, less the surrendered shares. For purposes of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a shareSection 2.1, the Holder fair market value of this Warrant otherwise entitled to a fraction of such one share of Common Stock (the "FAIR MARKET VALUE") shall receivebe equal to, upon surrender to at any date, the Company of last reported sale price per share on the Warrant held by such Holder, a cash amount NASDAQ National Market System (as defined herein) trading day preceding that date. The "last reported sale price" for such fraction of a share equal to the product obtained by multiplying any day shall be (i) such fraction the last reported sale price of a share the Common Stock on the National Market System of Common Stockthe National Association of Securities Dealers, by Inc. Automated Quotation System (the "NASDAQ NATIONAL MARKET SYSTEM"), or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (ii) if not quoted as described in clause (i), the amount obtained by subtracting last bid quotation for the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association Quotation Bureau Incorporated if at least two securities dealers have inserted bid quotations for the Common Stock, or (iii) if the Common Stock is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of Securities Dealers Automated Quotation Systemthe Common Stock on the principal securities exchange on which the Common Stock is listed. If none of the conditions set forth above is met, the Fair Market Value of the Common Stock on any day shall be the fair market value of the Common Stock as determined by an investment firm selected by the Company and which is acceptable to the holder of this Warrant. All expenses of the determination of the Fair Market Value shall be borne by the Company. In no event shall any "minority discount" or other discount (based on voting control or lack thereof or otherwise based on the percentage of issued securities of the Company that the securities being valued represent) be used, factored in, or otherwise considered or applied in determining Fair Market Value.

Exercise. (a) This Warrant may At the closing of the Transfer to any Tag-Along Transferee pursuant to this Section 4, the delivery of stock certificates shall be exercised made on such date by the Holder (but only on Tag-Along Seller and such Non-Selling Investors and Management Stockholders exercising Tag-Along Rights, against payment of the conditions hereinafter set forth) in whole purchase price for such Shares and Management Shares, duly endorsed for Transfer or in part, upon delivery of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: Presidentwith duly executed stock powers or similar instruments, or such other address instrument of Transfer of such Shares and Management Shares as may be reasonably requested by the Tag-Along Transferee and the Company, with all stock transfer taxes paid and stamps affixed. The consummation of such proposed Transfer shall be subject to the sole discretion of the Tag-Along Seller, who shall have no liability or obligation whatsoever (other than compliance with this Section 4) to any Non-Selling Investor or Management Stockholder participating therein in connection with such Non-Selling Investor’s or Management Stockholder’s Transfer of Shares or Management Shares. Each Non-Selling Investor and Management Stockholder exercising Tag-Along Rights shall receive the same amount and form of consideration received by the Tag-Along Seller per each Share on the same terms and conditions as the Company Tag-Along Seller. To the extent that the Parties (or any successors thereto) are to provide any indemnification or otherwise assume any other post-closing liabilities, the Tag-Along Seller and all Non-Selling Investors and Management Stockholders exercising Tag-Along Rights shall designate do so severally and not jointly (and on a pro rata basis in written notice to the Holder hereof, together accordance with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchasedbeing Transferred by each), and their respective potential liability thereunder shall not exceed the proceeds received. Upon exercise Furthermore, each Investor shall only be required to give customary representations and warranties, including title to Shares conveyed, legal authority and capacity, and non-contravention of this Warrant as aforesaidother agreements to which it is a party, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all which indemnification or other post-Closing liabilities shall be several and not joint (and only as to the representations and warranties given by such Investor) and their respective potential liability thereunder shall not exceed the proceeds received; provided, that in connection with such transaction no Investor or Management Stockholder shall be required to enter into any non-competition agreement. If any Governmental Approval is required in connection with any such Transfer of Shares and such Governmental Approval has not been completed or obtained on or prior to the Sharesdate scheduled for closing, the Holder closing of Transfer of Shares and Management Shares shall take place on the third Business Day after such Governmental Approval has been completed or obtained. Each participating Investor shall be entitled required to receive enter into any instrument, undertaking, obligation or make any filing necessary or reasonably requested and deliver all documents necessary or reasonably requested in connection with such Transfer (as specified in the Transfer Notice) as a new Warrant covering condition to the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of such holder’s rights to Transfer Shares under this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchasedSection 4. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant A. All or any number of the Warrants may be exercised by surrendering the Holder (but only on Warrant Certificate(s) representing the conditions hereinafter set forth) in whole or in part, upon delivery of written notice Warrants to be exercised to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (i) an Election to Exercise (in the manner described form attached hereto and incorporated herein by reference) completed and signed by the person exercising the Warrants, (ii) if the person exercising the Warrants is not the registered Holder, an Assignment (in Section 3(bthe form attached hereto and incorporated herein by reference) belowevidencing assignment of the Warrants to the person exercising them, and (iii) for payment in full of the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver Warrants to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. either by (bx) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company, (y) the surrender to the Company for of securities of the Company having a value equal to the aggregate Exercise Price of the Shares Warrants to be purchased. exercised (cwhich value in the case of debt securities shall be the principal amount thereof and accrued and unpaid interest thereon and in the case of Shares shall be the Fair Market Value thereof), or (z) If on any the delivery of a notice to the Company that the Company is authorized to reduce the number of Shares issuable upon exercise of this Warrant the Holder would Warrants by the number of Shares having an aggregate Fair Market Value (as defined herein) equal to the aggregate Exercise Price of the Warrants to be entitled to acquire a fraction exercised. "Fair Market Value" means the closing bid price of a share of Common Stock, in lieu of such fraction of a share, Stock quoted on the Holder of this Warrant otherwise entitled to a fraction of such share of Common NASDAQ Stock shall receive, upon surrender to Market System or reported on the Company of NASD's OTC Bulletin Board on the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting trading day next preceding the Exercise Price from the average of the bid and asked prices for Date (as defined herein). However, until a share of Common Stock in is first quoted on the over-the-counter market at NASDAQ Stock Market System or reported on the close of business on NASD's OTC Bulletin Board after the date of exercise this Agreement, "Fair Market Value" means $3.00 per share. A Warrant shall be deemed exercised when all of the Warrant, as reported by foregoing have been delivered to the National Association of Securities Dealers Automated Quotation SystemCompany (the "Exercise Date").

Exercise. (a) This The purchase rights represented by this Warrant may be exercised exercised, either for cash or on a cashless basis, by the Holder (but only on the conditions hereinafter set forth) Holder, in whole or in part, upon delivery at any time, or from time to time, by the surrender of written this Warrant (with the notice to of exercise form (the “Notice of Exercise”) attached hereto as Exhibit A duly executed) at the principal office of the Company, specifying and by payment to the Company of an amount equal to the Exercise Price multiplied by the number of the Shares being purchased, which the Holder has elected to purchaseamount may be paid, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇election of the Holder, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, by wire transfer or such other address as the Company shall designate in written notice certified check payable to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price order of the Company. The person or persons in whose name(s) any certificate(s) representing Shares so purchased. Upon shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as aforesaidthe record holder(s) of, the Company Shares represented thereby (and such Shares shall as promptly as practicable execute and deliver be deemed to have been issued) immediately prior to the Holder a certificate close of business on the date or certificates for the total number of whole Shares for dates upon which this Warrant is being exercised in such names and denominations as are requested by such Holderexercised. If In the event Holder wishes to exercise this Warrant shall be exercised with respect to less than all by means of the Shares, the a “cashless exercise” in which Holder shall be entitled to receive a new Warrant covering certificate for the number of Warrant Shares in respect of which this Warrant shall not have been exercisedequal to the quotient obtained by dividing [(A-B) (X)] by (A), which new Warrant shall in all other respects be identical to this Warrant.where: (bA) Payment for equals the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price closing price of the Shares Company's Common Stock, as reported (in order of priority) on the trading market on which the Company's Common Stock is then listed or quoted for trading on the trading date preceding the date of the election to be purchased. (c) If exercise; or, if the Company's Common Stock is not then listed or traded on any exercise of this Warrant a trading market, then the Holder would be entitled to acquire a fraction fair market value of a share of Common Stock, Stock as determined by an independent appraiser selected in lieu of such fraction of a share, good faith by the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to Recipient and the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying Company; (iB) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting equals the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported adjusted from time to time in accordance herewith; and (X) equals the number of Warrant Shares Holder wishes to exercise in accordance with the terms of this Warrant by the National Association means of Securities Dealers Automated Quotation Systema cashless exercise.

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) Registered Holder, in whole or in part, upon delivery as follows: (1) by surrendering this Warrant, with a Notice of written notice to Exercise in the form of Annex A hereto (the “Notice of Exercise”) duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal office of the Company, specifying or at such other office or agency as the Company may designate in writing (the “Company’s Office”), accompanied by payment in full, in lawful money of the United States, of the Exercise Price payable in respect of the number of Shares which purchased upon such exercise; or (2) by surrendering this Warrant, with a Notice of Cashless Exercise in the form of Annex B attached hereto (a “Cashless Exercise”) duly executed by such Registered Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ or by such Registered ▇▇▇▇▇▇’s duly authorized attorney, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, at the Company’s Office. Such presentation and surrender shall be deemed a waiver of the Registered ▇▇▇▇▇▇▇’s obligation to pay the Exercise Price for the Shares. In the event of a Cashless Exercise, Attention: President, or such other address as the Company Registered Holder shall designate in written notice to the Holder hereof, together with exchange this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total that number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect equal to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares specified in respect such Notice of Cashless Exercise multiplied by a fraction, the numerator of which this Warrant shall not have been exercisedbe the difference between the then current market value per share of Common Stock and the Exercise Price per Share, and the denominator of which new Warrant shall in all other respects be identical to the then current market value per share of Common Stock. For purposes of any computation under this Warrant, the then current market value per share of Common Stock at any date (the “Market Value”) shall be deemed to be either (A) in the event the shares of Common Stock are not admitted to trading or listed on any national securities exchange, the highest price per share of Common Stock that the Company could reasonably obtain from a willing buyer (who is not a current employee, director, manager or Affiliate of the Company) for shares of Common Stock sold by the Company, from authorized but unissued shares of Common Stock, as determined in good faith by the Board of Directors of the Company or (B) in the event the shares of Common Stock are admitted to trading or listed on a national securities exchange or sold “over the counter,” the last sale price of the shares of Common Stock on the business day prior to the date of the Cashless Exercise or, in case no such reported sales take place on such day, the average of the last reported bid and asked prices of such shares of Common Stock on such day, in either case on the principal national securities exchange or “over the counter” market on which such stock is admitted to trading or listed. (b) Payment for the Shares to be purchased upon exercise of So long as this Warrant shall be made outstanding, if the Company proposes to enter into a Mandatory Exercise Transaction (as defined below), then in any such case, the Company shall cause to be mailed by the delivery of a certified mail or cashier's check payable overnight carrier to the Company for Investor, at least 20 days prior to the aggregate date such proposed Mandatory Exercise Price of the Shares Transaction is to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holdereffectuated, a cash amount for such fraction of a share equal to the product obtained by multiplying notice containing (i) such fraction a brief description of a share of Common Stock, by the proposed Mandatory Exercise Transaction; and (ii) the amount obtained by subtracting date upon which such proposed Mandatory Exercise Transaction is to take place. The failure to give such notice, however, shall not affect the validity of any proposed Mandatory Exercise Price from Transaction for which the average notice was required to be given but shall relieve the Investor of its obligation to exercise its Warrants pursuant to this provision. During the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business period beginning on the date of the Investor’s receipt of such notice and ending on the date that is three days prior to the date upon which such proposed Mandatory Exercise Transaction is to take place, as set forth in the notice (the “Mandatory Exercise Period”), the Investor must exercise its right, in accordance with all applicable conditions of exercise set forth in this Warrant, to purchase all of the Warrantshares of Common Stock that the Investor is entitled to purchase hereunder; provided, however, that Investor may condition its exercise upon, set the effective time of such exercise as reported by immediately prior to, the National Association occurrence or consummation of Securities Dealers Automated Quotation System.the proposed Mandatory Exercise Transaction. If the Investor fails to so exercise such right within the Mandatory Exercise Period then, upon the occurrence or consummation of the proposed Mandatory Exercise Transaction, this Warrant shall be deemed to have been automatically exercised under Section 1(a)(2) above immediately prior to the occurrence or consummation of the proposed Mandatory Exercise Transaction. For purposes hereof, a “Mandatory Exercise Transaction” shall mean any of the following:

Exercise. (a) This Warrant may be exercised by To exercise this Warrant, the Holder (but only on must deliver a duly completed Exercise Note in the conditions hereinafter set forth) in whole or in partform of Exhibit A hereto, upon delivery of written notice and payment therefor to the Company. Promptly upon exercise of this Warrant, specifying the number of Shares which the Holder has elected must deliver the original Warrant to purchasethe Company. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President(ii) by delivery of this Warrant, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price shares of the Shares so purchased. Upon Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as aforesaid, the Company such exercise number shall as promptly as practicable execute and deliver be adjusted to the Holder a certificate or certificates for reflect any adjustment in the total number of whole Shares for which shares of Common Stock issuable to the Holder per the terms of this Warrant is being exercised in such names Warrant) and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall thereupon be entitled to receive a new Warrant covering the number of Shares in respect duly authorized, validly issued, fully-paid and non-assessable shares of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this WarrantCommon Stock (or Other Securities) determined as provided herein. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable Notwithstanding any provisions herein to the Company for contrary, if the aggregate Exercise Price Fair Market Value of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a one share of Common StockStock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of such fraction of a shareexercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant otherwise entitled (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice selecting this Section 2.2(b) method in which event the Company shall issue to the Holder a fraction number of such share shares of Common Stock shall receive, upon surrender computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Company Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Warrant held by Company’s Common Stock (at the date of such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (icalculation) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting B = the Exercise Price from the average of the bid and asked prices for a per share of Common Stock in the over-the-counter market at the close of business on (as adjusted to the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.such calculation)

Exercise. In order to exercise this Option with respect to all or any part of the Shares for which this Option is at the time exercisable, Optionee must take the following actions: (a) This Warrant may be exercised by Execute and deliver to the Holder Company a written notice of exercise stating the number of Shares being purchased (but only in whole shares only) and such other information set forth on the conditions hereinafter set forthform of Notice of Exercise attached hereto as Appendix A; and (b) Pay the aggregate Exercise Price for the purchased shares in whole one or in part, upon delivery more of written notice the following forms: (i) Cash or check made payable to the Company; or (ii) A promissory note payable to the Company, specifying but only to the number extent authorized by the Company. Should the Common Stock be registered under Section 12 of Shares which the Holder has elected to purchaseSecurities Exchange Act of 1934, as amended (the "Exchange Act") at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇time the Option is exercised, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address then the Exercise Price may also be paid as follows: (iii) In shares of Common Stock held by Optionee for the Company shall designate in written notice requisite period necessary to avoid a charge to the Holder hereofCompany's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (iv) To the extent the Option is exercised for vested Shares, together with this Warrant through a special sale and payment remittance procedure pursuant to which Optionee shall concurrently provide irrevocable instructions (in a) to a Company-approved brokerage firm to effect the manner described in Section 3(b) below) for immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld by the Company by reason of such exercise; and (b) to the Shares so purchasedCompany to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale (a "cashless exercise transaction"). Upon For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock issuable upon exercise of this Warrant Option in a cashless exercise transaction shall be deemed to have been acquired at the time this Option was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issuable upon exercise of this Option in a cashless exercise transaction shall be deemed to have commenced on the date this Option was issued. (v) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as aforesaidset forth below), in lieu of exercising this Option by payment of cash, the Optionee may elect to receive shares equal to the value (as determined below) of this Option (or the portion thereof being canceled) by surrender of this Option at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) --------- A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as promptly adjusted to the date of such calculation) (c) Execute and deliver to the Company such written representations as practicable may be requested by the Company in order for it to comply with the applicable requirements of Federal and State securities laws. (d) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, State and local income and employment tax withholding requirements applicable to the Option exercise, if any. (e) If requested, execute and deliver to the Holder Company a certificate or certificates written statement as provided for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this WarrantParagraph 11 hereof. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This The purchase rights represented by this Warrant may be exercised exercised, either for cash or on a cashless basis, by the Holder (but only on the conditions hereinafter set forth) Holder, in whole or in part, upon delivery at any time, or from time to time, by the surrender of written this Warrant (with the notice to of exercise form (the "Notice of Exercise") attached hereto as Exhibit A duly executed) at the principal office of the Company, specifying and by paymentto the Company of an amount equal to the Exercise Price multiplied by the number of the Shares being purchased, which the Holder has elected to purchaseamount may be paid, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇election of the Holder, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, by wire transfer or such other address as the Company shall designate in written notice certified check payable to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price order of the Company. The person or persons in whose name(s) any certificate(s) representing Shares so purchased. Upon shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as aforesaidthe record holder(s) of, the Company Shares represented thereby (and such Shares shall as promptly as practicable execute and deliver be deemed to have been issued) immediately prior to the Holder a certificate close of business on the date or certificates for the total number of whole Shares for dates upon which this Warrant is being exercised in such names and denominations as are requested by such Holderexercised. If In the event Holder wishes to exercise this Warrant shall be exercised with respect to less than all by means of the Shares, the a "cashless exercise" in which Holder shall be entitled to receive a new Warrant covering certificate for the number of Warrant Shares in respect of which this Warrant shall not have been exercisedequal to the quotient obtained by dividing [(A-B) (X)] by (A), which new Warrant shall in all other respects be identical to this Warrant.where: (bA) Payment for equals the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price closing price of the Shares Company's Common Stock, as reported (in order of priority) on the Trading Market on which the Company's Common Stock is then listed or quoted for trading on the Trading Date preceding the date of the election to be purchased. (c) If exercise; or, if the Company's Common Stock is not then listed or traded on any exercise of this Warrant a Trading Market, then the Holder would be entitled to acquire a fraction fair market value of a share of Common Stock, Stock as determined by an independent appraiser selected in lieu of such fraction of a share, good faith by the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to Recipient and the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying Company; (iB) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting equals the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported adjusted from time to time in accordance herewith; and (X) equals the number of Warrant Shares Holder wishes to exercise in accordance with the terms of this Warrant by the National Association means of Securities Dealers Automated Quotation Systema cashless exercise.

Exercise. (a) This Warrant may be exercised by the Holder (but only on Agent for the conditions hereinafter set forthpurchase of any of the Shares for which this Warrant is then exercisable pursuant to Section l(b) hereof in whole or in part, upon delivery of written notice of intent to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, Attention: President, ▇▇▇▇▇ ▇▇▇▇▇ or such other address as the Company shall designate in written notice to the Holder hereofAgent, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder Agent a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holderthe Agent. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder Agent shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall may be made (i) by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. purchased of (cii) If on any exercise by delivery of this Warrant and a notice that the Holder would Agent wished to make an exercise of Warrants for "Net Warrant Shares". The number of Net Warrant Shares to be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock issued in the overcase of (b)(ii) shall be determined as described by the following formula: Net Warrant Shares = [WS x (MP-the-counter market at EP)]/MP. "WS" is the close number of business on the date of Warrant Shares issuable upon exercise of the WarrantWarrants or portion of Warrants being exercised. "MP" is the closing Market Price of the Common Stock on the last trading day preceding the date request to exercise the Warrants is received by the Company, as reported by The Nasdaq Stock Market or such other exchange or quotation system on which the National Association Common Stock may be listed or quoted. "EP" shall mean the Exercise Price of Securities Dealers Automated Quotation Systemthe Shares to be purchased.

Exercise. (a) This Warrant may be exercised by Each Tag Along Offeree desiring to accept the Holder (but only on offer contained in the conditions hereinafter set forth) in whole or in part, upon delivery of Tag Along Notice shall send a written notice commitment to the Company, Proposed ▇▇▇▇ Seller specifying the number of Shares Securities (not in any event to exceed the Sale Percentage of the total number of Securities held by such Tag Along Offeree) which such Tag Along Offeree desires to have included in the Holder Sale within ten (10) business days after the effectiveness of the Tag Along Notice (each a "Participating Seller"). Each Tag Along Offeree who has elected not so accepted such offer shall be deemed to purchasehave waived all of his or her rights with respect to the Sale, at and the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇Proposed ▇▇▇▇ Seller and the Participating Sellers shall thereafter be free to Sell to the Proposed Buyer, at a price no greater than the maximum price set forth in the Tag Along Notice and otherwise on terms not more favorable in any material respect to them than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Offerees. If, prior to consummation, the terms of such proposed Sale shall change with the result that the price shall be greater than 105% of the maximum price set forth in the Tag Along Notice or the other terms shall be more favorable in any material respect than as set forth in the Tag Along Notice, it shall be necessary for a separate Tag Along Notice to have been furnished, and the terms and provisions of this Section 7 separately complied with, in order to consummate such proposed Sale pursuant to this Section 7; provided, however, that in the case of such a separate Take Along Notice, the applicable period referred to in Section 7.1.1 and this Section 7.1.2 shall be five (5) business days. The acceptance of each Participating Seller shall be irrevocable except as hereinafter provided, and each such Participating Seller shall be bound and obligated to Sell in the Sale, on the same terms and conditions specified in the Tag Along Notice with respect to each Share of Common Stock Sold, as the Proposed ▇▇▇▇ Seller (subject to all of the provisions of this Agreement), such number of Securities as such Participating Seller shall have specified in such Participating Seller's written commitment, and, in the case of Options, have the opportunity to either (i) exercise or convert such Options (if then exercisable or convertible) and participate in such sale as holders of Common Stock issuable upon such exercise or conversion or (ii) upon the consummation of the Sale, receive in exchange for such Options (to the extent exercisable or convertible at the time of such Sale) consideration equal to the amount determined by multiplying (1) the same amount of consideration per Share received by the holders of the Common Stock of the same class of Common Stock for which the Option is exercisable or into which the Option is convertible in connection with the Sale less the exercise or conversion price per share of such Option by (2) the number of shares of Common Stock of such class represented by such Option. In the event the Proposed ▇▇▇, ▇ Seller shall be unable (otherwise than by reason of the circumstances described in Section 7.2) to obtain the inclusion in the Sale of all Securities which the Proposed ▇▇▇▇ Seller and each Participating Seller desires to have included in the Sale (as evidenced in the case of the Proposed ▇▇▇▇ Seller by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller's written commitment), the number of Securities to be sold in the Sale by the Proposed ▇, Attention: President, or such other address as the Company ▇▇▇ Seller and each Participating Seller shall designate in written notice be reduced on a pro rata basis according to the Holder hereof, together with this Warrant and payment (proportion which the number of Securities which each such Seller desires to have included in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver Sale bears to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised Securities desired by all such Sellers to have included in such names and denominations as are requested by such Holderthe Sale. If this Warrant shall be exercised with respect to less than all at the end of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. one hundred eightieth (b180th) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on day following the date of exercise the effectiveness of the WarrantTag Along Notice the Proposed ▇▇▇▇ Seller has not completed the Sale as provided in the foregoing provisions of this Section 7.1, as reported each Participating Seller shall be released from his obligations under his written commitment, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to have been furnished, and the terms and provisions of this Section 7 separately complied with, in order to consummate such Sale pursuant to this Section 7, unless the failure to complete such Sale resulted from any failure by any Tag Along Offeree to comply in any material respect with the National Association terms of Securities Dealers Automated Quotation Systemthis Section 7.

Exercise. (a) This Warrant The Option shall be exercisable during Optionee's lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the Holder (but only on delivery to the conditions hereinafter set forth) in whole or in part, upon delivery Company of a written notice of such exercise pursuant to the Companynotice procedures set forth in Section 7 hereof, specifying which notice shall specify the number of Option Shares which to be purchased (the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant "Purchased Shares") and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price as follows: (a) by the Shares so purchased. Upon exercise of this Warrant as aforesaid, delivery to the Company shall as promptly as practicable execute and deliver to the Holder of a certificate or certificates for representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the total number Company good and valid title to such shares, free and clear of whole Shares for which this Warrant is being exercised in any pledge, commitment, lien, claim or other encumbrance (such names and denominations as are requested by such Holder. If this Warrant shall shares to be exercised with respect to less than all valued on the basis of the Sharesaggregate Fair Market Value thereof on the date of such exercise), provided that the Holder shall be entitled to receive a new Warrant covering the number Company is not then prohibited from purchasing or acquiring such shares of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant.Common Stock; and/or (b) Payment for by reducing the Shares number of shares of Common Stock to be purchased issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of this Warrant the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. The balance of the Exercise Price not paid by an exchange of shares pursuant to (a) or (b) above shall be made paid in cash or by the delivery of a certified or cashier's or certified bank check payable to the Company for Company. The Optionee will be obligated to pay the aggregate Exercise Price of in the Shares manner contemplated by (a) and/or (b) above and will be permitted to pay the Exercise Price in cash only to the extent that it cannot be purchased. paid in the manner provided in (ca) If on any exercise of this Warrant and (b) above. Notwithstanding the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a shareforegoing, the Holder of this Warrant otherwise entitled Optionee shall be obligated to a fraction of such share pay the Exercise Price in the manner contemplated by (a) above only to the extent that he or she owns shares of Common Stock shall receivebeneficially, upon surrender has the power to the Company dispose of those shares and such disposition contemplated by (a) above would not constitute a "disqualifying disposition" of shares resulting in a loss of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemspecial tax treatment afforded incentive stock options.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole as to all or in partany increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: ▇▇ ▇▇. ▇▇ ▇▇▇▇▇'▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇, Attention: President, ▇▇▇▇ or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of this Warrant where the Shares subject to the portion of this Warrant that is surrendered have a fair market value (as mutually agreed upon by the parties hereto) equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for . The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchasedWarrant. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant To the extent that the SAR becomes and remains exercisable as provided in Sections 3 and 4 and subject to any reasonable administrative regulations as the Board or the Committee may have adopted, the SAR may be exercised by the Holder (but only on the conditions hereinafter set forth) exercised, in whole or in part, upon delivery of written by notice to the CompanySecretary of the Company or the Option Administration Department in writing given 15 business days prior to the date on which the Grantee expects to exercise the SAR (the “Exercise Date”), specifying the number of SAR Shares with respect to which the Holder has elected to purchaseSAR is being exercised (the “Exercise Shares”) and the expected Exercise Date, at provided that if shares of Common Stock are traded on a U.S. national securities exchange or bid and ask prices for shares of Common Stock are quoted over the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇NASDAQ National Market (“NASDAQ”) operated by the National Association of Securities Dealers, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇Inc., ▇▇▇▇▇▇▇, Attention: President, or such other address as notice may be given five business days before the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchasedDate. Upon exercise of this Warrant as aforesaidthe SAR, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder Grantee shall be entitled to receive a new Warrant covering number of shares of Common Stock (the “Net SAR Shares”) equal to the quotient obtained by dividing x by y, where: x = the number of Exercise Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made multiplied by the delivery excess, if any, of a certified or cashier's check payable to (A) the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction Fair Market Value of a share of Common StockStock on the Exercise Date over (B) the Exercise Price, in lieu of such fraction and y = the Fair Market Value of a share, share of Common Stock on the Holder of this Warrant otherwise entitled to a fraction of such Exercise Date. No fractional share of Common Stock shall receive, upon surrender be issued to make any payment with respect to the Company SAR; if any fractional share would be issuable, the number of the Warrant held by such Holder, a cash amount for such fraction of a share equal Net SAR Shares payable to the product obtained by multiplying Grantee shall be rounded down to the next whole share (no payment of cash, shares or other consideration shall be made with respect to any fractional share). The Company may require the Grantee to furnish or execute any other documents that the Company reasonably deems necessary (i) such fraction of a share of Common Stockto evidence the exercise, by (ii) to determine whether registration is then required under the amount obtained by subtracting U.S. Securities Act of 1933, as amended (the Exercise Price from “Securities Act”), and (iii) to comply with or satisfy the average requirements of the bid and asked prices for a share of Common Stock in the overSecurities Act, applicable state or non-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation SystemU.S. securities laws or any other law.

Exercise. (aA) This Warrant may be exercised in whole or in part at any time and from time to time from and after the date hereof until the termination of the Term (as defined in Section 3 hereof), by delivery to the Company at its principal executive offices of: (i) this Warrant, (ii) the Purchase Form attached hereto as Exhibit A duly completed and executed by the Holder or a permitted assignee, (but only iii) payment of the purchase price of the Warrant Shares in accordance with Section 2 below, (iv) if the person to whom the Warrant Shares is a permitted assignee, a duly certified copy of the assignment agreement between the Holder and the permitted assignee in a form reasonably acceptable to the Company and (v) if the Holder is not already a party thereto, a shareholders agreement, in any, and such other agreements as may be reasonably requested by the Company (collectively, the “Stockholders Agreements”), as each may be amended from time to time. In lieu of issuing fractional shares of Common Stock upon exercise of this Warrant, the Company shall round down to the next whole number of shares. The Warrant Shares so purchased shall be issued to the Holder as the record and beneficial owner of such Warrant Shares. (B) In addition, the Holder will have the option to exercise this Warrant in conjunction with an Acquisition or any other event where the Holder would have the opportunity to sell some or all of the Warrant Shares, subject to this Warrant (a “Liquidity Event”) or to require the Company to redeem this Warrant immediately prior to the consummation of such Acquisition or Liquidity Event, in either case on a net exercise basis, with the gross value of this Warrant (prior to the netting out of the exercise price) equal to the amount the Holder would have received in such Acquisition or Liquidity Event if it had exercised this Warrant immediately prior to such Acquisition or Liquidity Event and had thereby participated in such Acquisition or Liquidity Event. In connection with an Acquisition or Liquidity Event in which the Holder has the opportunity to sell less than all of the Warrant Shares, as applicable, subject to this Warrant, the option and mechanism described herein shall apply to the extent the Holder elects to participate and any remaining Warrant Shares, that the Holder does not have the opportunity to sell shall continue to be subject to this Warrant. (C) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the conditions hereinafter set forthday on which this Warrant shall have been surrendered to the Company with the purchase price of the Warrant Shares in accordance with Section 1(A) above. At such time, the Holder and/or any permitted assign(s) in whose names any Warrant Shares shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares. As soon as practicable after the exercise of this Warrant in whole or in part, upon delivery and in any event within five (5) days thereafter, the Company at its expense will cause to be issued: (i) in the name of written notice and delivered to the CompanyHolder or its permitted assign(s) as set forth on the Purchase Form, specifying the number of whole Warrant Shares to which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled upon such exercise, and (ii) in case such exercise is in part only, in the name of and delivered to receive the Holder and/or its permitted assigns a new warrant or warrants (on the same terms and conditions as are set out herein and dated as of the date hereof) for that number of Warrant covering Shares equal to the number of such Warrant Shares in respect of which subject to this Warrant (without giving effect to any adjustment herein) minus the number of Warrant Shares purchased (without giving effect to any adjustment herein) by the Holder and/or its permitted assigns upon such exercise. The Holder acknowledges that no fractional shares of Warrant Shares shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased issued upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchasedWarrant. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. In order to exercise this Option with respect to all or any part of the Shares for which this Option is at the time exercisable, Optionee must take the following actions: (a) This Warrant may be exercised by Execute and deliver to the Holder Company a written notice of exercise stating the number of Shares being purchased (but only in whole shares only) and such other information set forth on the conditions hereinafter set forthform of Notice of Exercise attached hereto as Appendix A; and (b) Pay the aggregate Exercise Price for the purchased shares in whole one or in part, upon delivery more of written notice the following forms: (i) Cash or check made payable to the Company; or (ii) A promissory note payable to the Company, specifying but only to the number extent authorized by the Company. Should the Common Stock be registered under Section 12 of Shares which the Holder has elected to purchaseSecurities Exchange Act of 1934, as amended (the "Exchange Act") at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇time the Option is exercised, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address then the Exercise Price may also be paid as follows: (iii) In shares of Common Stock held by Optionee for the Company shall designate in written notice requisite period necessary to avoid a charge to the Holder hereofCompany's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (iv) To the extent the Option is exercised for vested Shares, together with this Warrant through a special sale and payment remittance procedure pursuant to which Optionee shall concurrently provide irrevocable instructions (in a) to a Company-approved brokerage firm to effect the manner described in Section 3(b) below) for immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld by the Company by reason of such exercise; and (b) to the Shares so purchasedCompany to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale (a "cashless exercise transaction"). Upon For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock issuable upon exercise of this Warrant Option in a cashless exercise transaction shall be deemed to have been acquired at the time this Option was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issuable upon exercise of this Option in a cashless exercise transaction shall be deemed to have commenced on the date this Option was issued. (v) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as aforesaidset forth below), in lieu of exercising this Option by payment of cash, the Optionee may elect to receive shares equal to the value (as determined below) of this Option (or the portion thereof being canceled) by surrender of this Option at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as promptly adjusted to the date of such calculation) (c) Execute and deliver to the Company such written representations as practicable may be requested by the Company in order for it to comply with the applicable requirements of Federal and State securities laws. (d) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, State and local income and employment tax withholding requirements applicable to the Option exercise, if any. (e) If requested, execute and deliver to the Holder Company a certificate or certificates written statement as provided for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this WarrantParagraph 11 hereof. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. If the Required Preferred Stockholders elect to exercise their rights under this Section 2, and such exercise of rights results in an offer for the Sale of the Company to one or more Bidders, the Required Preferred Stockholders shall thereafter select and designate a single Bidder as the prospective buyer (athe “Prospective Buyer”); provided, however, that in the event that (i) This Warrant may be exercised in the event there are multiple Bidders and (ii) two or more Bidders submit offers which provide for the payment in full, in cash, of all amounts then due and owing by the Holder (but only on the conditions hereinafter set forth) Company to PLC and are otherwise equivalent in whole or in partterms of committed financing and certainty of closure, upon delivery of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as then the Company shall designate in written notice to the Holder hereof, together with this Warrant Prospective Buyer and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaidthereafter, the Company shall furnish a written notice of the Prospective Buyer (the “Drag Along Notice”) to each other stockholder of the Company. The Drag Along Notice shall set forth the principal terms of the proposed Sale of the Company insofar as promptly it relates to such shares of capital stock of the Company or stockholder of the Company, including, as practicable execute applicable (x) the shares of capital stock of the Company or assets to be acquired by the Prospective Buyer, (y) the per share consideration to be received in the proposed Sale of the Company and deliver to (z) the Holder a certificate or certificates for name and address of the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such HolderProspective Buyer. If this Warrant the Prospective Buyer consummates the proposed Sale of the Company to which reference is made in the Drag Along Notice by purchase of shares of capital stock of the Company, each other stockholder of the Company (each a “Participating Seller”, and, together with the holders of Preferred Stock, collectively, the “Drag Along Sellers”) shall be exercised with respect bound and obligated to less than all sell its shares of capital stock of the SharesCompany in the proposed Sale of the Company on the same terms and conditions (other than price, the Holder which shall be entitled as set forth in Section 2.3) and, if applicable, to receive a new Warrant covering the number of Shares vote all such shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu favor of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemtransaction.

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) Registered Holder, in whole or in part, upon delivery by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of written notice to the Company, specifying or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares which the purchased upon such exercise. (b) The Registered Holder has elected to purchasemay, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇its option, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, elect to pay some or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price all of the Shares so purchased. Upon Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as aforesaidis determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value (as defined below) per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the number of Warrant Shares minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the trading day immediately preceding the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (a) the Fair Market Value per share of Common Stock shall be amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as promptly provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable execute after the exercise of this Warrant in full or in part, and deliver in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the total number of whole full Warrant Shares for to which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Registered Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon such exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stockplus, in lieu of any fractional share to which such fraction Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, calling in the Holder aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant otherwise entitled to a fraction minus the sum of (a) the number of such share shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock shall receive, upon surrender to Warrant Shares (if any) covered by the Company portion of this Warrant cancelled in payment of the Warrant held by Purchase Price payable upon such Holder, a cash amount for such fraction of a share equal exercise pursuant to the product obtained by multiplying (isubsection 1(b) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemabove.

Exercise. (a) This The purchase rights represented by this Warrant may be exercised exercised, either for cash or on a cashless basis, by the Holder (but only on the conditions hereinafter set forth) Holder, in whole or in part, upon delivery at any time, or from time to time, by the surrender of written this Warrant (with the notice to of exercise form (the "Notice of Exercise") attached hereto as Exhibit A duly executed) at the principal office of the Company, specifying and by paymentto the Company of an amount equal to the Exercise Price multiplied by the number of the Shares being purchased, which the Holder has elected to purchaseamount may be paid, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇election of the Holder, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, by wire transfer or such other address as the Company shall designate in written notice certified check payable to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price order of the Company. The person or persons in whose name(s) any certificate(s) representing Shares so purchased. Upon shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as aforesaidthe record holder(s) of, the Company Shares represented thereby (and such Shares shall as promptly as practicable execute and deliver be deemed to have been issued) immediately prior to the Holder a certificate close of business on the date or certificates for the total number of whole Shares for dates upon which this Warrant is being exercised in such names and denominations as are requested by such Holderexercised. If In the event Holder wishes to exercise this Warrant shall be exercised with respect to less than all by means of the Shares, the a "cashless exercise" in which Holder shall be entitled to receive a new Warrant covering certificate for the number of Warrant Shares in respect of which this Warrant shall not have been exercisedequal to the quotient obtained by dividing [(A-B) (X)] by (A), which new Warrant shall in all other respects be identical to this Warrant.where: (bA) Payment for equals the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price closing price of the Shares Company's Common Stock, as reported (in order of priority) on the trading market on which the Company's Common Stock is then listed or quoted for trading on the trading date preceding the date of the election to be purchased. (c) If exercise; or, if the Company's Common Stock is not then listed or traded on any exercise of this Warrant a trading market, then the Holder would be entitled to acquire a fraction fair market value of a share of Common Stock, Stock as determined by an independent appraiser selected in lieu of such fraction of a share, good faith by the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to Recipient and the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying Company; (iB) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting equals the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported adjusted from time to time in accordance herewith; and (X) equals the number of Warrant Shares Holder wishes to exercise in accordance with the terms of this Warrant by the National Association means of Securities Dealers Automated Quotation Systema cashless exercise.

Exercise. (a) This Warrant may be exercised by at any time or from time to time from and after the Holder (but only Vesting Date and before 5:00 P.M., Eastern Time, on the conditions hereinafter set forth) in whole or in partTermination Date on any business day, upon delivery for the full number of written notice to shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇▇▇ ▇▇. ▇▇▇▇▇'▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as with the Company shall designate in written notice to the Holder hereofsubscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant and (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of this amount may be made (1) by payment (in cash or by corporate check, payable to the manner described in Section 3(b) below) for the aggregate Exercise Price order of the Shares so purchasedCompany, or (2) by the Company not issuing that number of shares of Common Stock subject to this Warrant having a Fair Market Value (as hereinafter defined) on the date of exercise equal to such sum, as Holder may determine. Upon This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as aforesaida whole, and the Company shall as promptly as practicable execute and deliver to sum payable upon the Holder a certificate or certificates for the total number exercise of whole Shares for which this Warrant is being exercised as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in such names and denominations as are requested by such Holder. If accordance with the terms hereof, this Warrant shall be exercised with respect to less than all of the Sharessurrendered, the Holder shall be entitled to receive and a new Warrant covering of the same tenor and for the purchase of the number of Shares in respect of which this Warrant shall such shares not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon such exercise of this shall be issued by the Company to Holder without any charge therefor. A Warrant shall be made by the delivery of a certified or cashier's check payable deemed to the Company for the aggregate Exercise Price of the Shares have been exercised immediately prior to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of the Warrant, as reported by the National Association one full share of Securities Dealers Automated Quotation SystemCommon Stock.

Exercise. (a) This The purchase rights represented by this Warrant may be exercised exercised, either for cash or on a cashless basis, by the Holder (but only on the conditions hereinafter set forth) Holder, in whole or in part, upon delivery at any time, or from time to time, by the surrender of written this Warrant (with the notice to of exercise form (the “Notice of Exercise”) attached hereto as Exhibit A duly executed) at the principal office of the Company, specifying and by payment to the Company of an amount equal to the Exercise Price multiplied by the number of the Shares being purchased, which the Holder has elected to purchaseamount may be paid, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇election of the Holder, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, by wire transfer or such other address as the Company shall designate in written notice certified check payable to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price order of the Company. The person or persons in whose name(s) any certificate(s) representing Shares so purchased. Upon shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as aforesaidthe record holder(s) of, the Company Shares represented thereby (and such Shares shall as promptly as practicable execute and deliver be deemed to have been issued) immediately prior to the Holder a certificate close of business on the date or certificates for the total number of whole Shares for dates upon which this Warrant is being exercised in such names and denominations as are requested by such Holderexercised. If In the event Holder wishes to exercise this Warrant shall be exercised with respect to less than all by means of the Shares, the a “cashless exercise” in which Holder shall be entitled to receive a new Warrant covering certificate for the number of Warrant Shares in respect of which this Warrant shall not have been exercisedequal to the quotient obtained by dividing [(A-B) (X)] by (A), which new Warrant shall in all other respects be identical to this Warrant.where: (bA) Payment for equals the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price average of the Shares closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock is then listed or quoted for trading on the Trading Date preceding the date of the election to be purchased. (c) If exercise; or, if the Company’s Common Stock is not then listed or traded on any exercise of this Warrant a Trading Market, then the Holder would be entitled to acquire a fraction fair market value of a share of Common StockStock as determined by an independent appraiser selected in good faith by the Recipient and the Company, in lieu the fees and expenses of which shall be paid by the Company for the three (3) Trading Days immediately preceding the date of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying election; (iB) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting equals the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported adjusted from time to time in accordance herewith; and (X) equals the number of Warrant Shares Holder wishes to exercise in accordance with the terms of this Warrant by the National Association means of Securities Dealers Automated Quotation Systema cashless exercise.

Exercise. (a) This Warrant To the extent that the SAR shall have become and remains exercisable as provided in this Agreement, and subject to such reasonable administrative regulations as the Committee may have adopted, the exercisable portion of the SAR may be exercised by the Holder (but only on the conditions hereinafter set forth) exercised, in whole or in part, upon delivery of written by notice to the CompanySecretary of the Company in writing, specifying the Grantee’s election to exercise this SAR and the number of Shares shares of Common Stock with respect to which the Holder has elected SAR is being exercised (the “Exercise Shares”). The date of such notice shall be the “Exercise Date”. Subject to purchasecompliance with all applicable laws, at rules and regulations, this SAR (or portion thereof) shall be deemed to be exercised upon receipt by the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: PresidentCompany of the appropriate written notice of exercise accompanied by the satisfaction of, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment adequate provision for (in the manner sole discretion of the Committee), all applicable withholding obligations (described in Section 3(bparagraph (b) below) for the aggregate Exercise Price of the Shares so purchased). Upon exercise of this Warrant as aforesaidthe SAR, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder Grantee shall be entitled to receive (and shall receive promptly following the Exercise Date and compliance with the foregoing), as determined by the Committee in its sole discretion: (1) a new Warrant covering number of shares of Common Stock (the “SAR Shares”) equal to the quotient obtained by dividing “x” by “y”, where: x = the number of Exercise Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made multiplied by the delivery excess, if any, of a certified or cashier's check payable to (A) the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction Fair Market Value of a share of Common StockStock on the Exercise Date over (B) the Exercise Price, in lieu of such fraction and y = the Fair Market Value of a shareshare of Common Stock on the Exercise Date; (2) an amount in cash equal to “x”; or (3) a combination of (1) and (2) above, as determined by the Holder of this Warrant otherwise entitled to a fraction of such Committee in its sole discretion. No fractional share of Common Stock shall receivebe issued to make any payment in respect of the SAR; if any fractional share would be issuable, upon surrender the number of SAR Shares payable to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal Grantee shall be rounded down to the product obtained by multiplying next whole share (no payment of cash, shares or other consideration shall be made with respect to such fractional share). The Company may require the Grantee to furnish or execute such other documents as the Company shall reasonably deem necessary: (i) to evidence such fraction of a share of Common Stock, by exercise; (ii) to determine whether registration is then required under the amount obtained by subtracting U.S. Securities Act of 1933, as amended (the Exercise Price from “Securities Act”); and (iii) to comply with or satisfy the average requirements of the bid and asked prices for a share of Common Stock in the overSecurities Act, applicable state or non-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation SystemU.S. securities laws or any other law.

Exercise. The Holder may exercise this Warrant at any time or times from and after the Original Issuance Date through and including the Expiration Date on any Business Day for the full number of shares of Common Stock called for hereby by surrendering this Warrant at the Principal Office with the subscription form duly executed, together with payment in an amount equal to (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) in whole or in part, upon delivery of written notice to the Company, specifying the number of Shares which shares of Common Stock called for on the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise face of this Warrant as aforesaid, multiplied by (b) the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such HolderExercise Price. If this Warrant shall be exercised with respect to less than all Payment of the SharesExercise Price may be made, at Holder’s choosing, either: (a) in cash if such Holder is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Act (as defined below)) on the date of exercise or (b) by a cashless exercise. Under a cashless exercise, the Holder shall be entitled to receive a new Warrant covering certificate for that number of shares of Common Stock which is equal to the difference of (i) the number of Shares in respect Warrants being exercised minus (ii) the quotient obtained by dividing (x) the product of which this the Exercise Price times the number of Warrants being exercised by (y) the Fair Market Value (as defined below) per share of the Common Stock. This Warrant shall not have been exercisedmay be exercised for less than the full number of shares of Common Stock at the time called for hereby, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for except that the Shares to be purchased number of shares receivable upon the exercise of this Warrant shall be made by as a whole and the delivery of a certified or cashier's check sum payable to upon the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant, in accordance with the terms hereof, this Warrant shall be surrendered, and without any charge, the Company shall issue to the Holder would be entitled to acquire a fraction new Warrant of a share the same tenor and for the purchase of Common Stock, in lieu the number of such fraction of a share, the Holder of this shares not purchased upon such exercise. A Warrant otherwise entitled shall be deemed to a fraction of such share of Common Stock shall receive, upon surrender have been exercised immediately prior to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise (each a “Warrant Share” and, collectively, the “Warrant Shares”) shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within three (3) Business Days after such date, the Company shall issue and deliver to the person, or persons, entitled to receive the same a certificate or certificates for the number of Warrant Shares issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of the Warrant, as reported by the National Association one full share of Securities Dealers Automated Quotation SystemCommon Stock.

Exercise. (ai) This A JMS Warrant Holder may be exercised by exercise the Holder (but only on the conditions hereinafter set forth) JMS Warrants, in whole or in part, to purchase the Underlying Securities in such amounts as may be elected upon delivery surrender of written notice the JMS Warrant Certificates therefor with the subscription form thereon duly executed, to the CompanyCompany at its corporate office at 3195 Centre Park Boulevard, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ Wins▇▇. ▇-▇▇▇▇▇', ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇ing Securities Purchase Price for each Underlying Security to be purchased, Attention: Presidentin lawful money of the United States, or such other address as by certified check or bank draft payable in United States dollars to the order of the Company shall designate in written notice and upon compliance with and subject to the Holder hereof, together with this Warrant conditions set forth herein and payment (in the manner described in Section 3(bJMS Warrant Certificate. (ii) below) Upon receipt of such JMS Warrant Certificates with the subscription form thereon duly executed and accompanied by payment of the Underlying Securities Purchase Price for the aggregate Exercise Price number of the Shares so purchased. Upon exercise of this Warrant as aforesaidUnderlying Securities for which such JMS Warrants are then being exercised, the Company shall as promptly as practicable execute shall, subject to Section 5(b) hereof, cause to be issued and deliver delivered promptly, but in all events within three (3) days of receipt by the Company of the Underlying Securities Purchase Price, to the JMS Warrant Holder a certificate or certificates for the total number such shares of whole Shares for which this Warrant is being exercised Common Stock in such names and denominations as are requested by such the JMS Warrant Holder. If this . (iii) In case a JMS Warrant Holder shall be exercised exercise JMS Warrants with respect to less than all of the SharesUnderlying Securities, the Holder shall be entitled to receive Company will execute a new JMS Warrant covering Certificate, as represented by a warrant certificate substantially in the number of Shares in respect of which this Warrant shall not have been exercisedform attached hereto as Exhibit A, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment exercisable for the Shares to balance of the Underlying Securities that may be purchased upon exercise of this such JMS Warrants and deliver such new JMS Warrant Certificate to the JMS Warrant Holder. JMS Warrant Certificates shall be made executed on behalf of the Company by the delivery of a certified or cashierCompany's check payable to the Company for the aggregate Exercise Price Chairman of the Shares to be purchasedBoard, President or any Vice President and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary. (civ) If on any exercise of this Warrant the Holder would JMS Warrants shall be entitled deemed to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled have been exercised immediately prior to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise Exercise Date, and the person entitled to receive the Underlying Securities and any JMS Warrant Certificate representing the unexercised portion of the WarrantJMS Warrants deliverable upon such exercise shall be treated for all purposes as the holder of such Underlying Securities and unexercised JMS Warrants, respectively, upon such exercise as reported of the close of business on the Exercise Date. (v) The Company covenants and agrees that it will pay when due and payable any and all taxes that may be payable in respect of the issue of the JMS Warrants or the issue of any Underlying Securities. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer by the National Association JMS Warrant Holder of the JMS Warrants or any Underlying Securities Dealers Automated Quotation Systemto any person or entity at the time of surrender. Until the payment of the tax referred to in the previous sentence and the presentation to the Company by the JMS Warrant Holder of reasonable proof of such payment, the Company shall not be required to issue such Underlying Securities or new JMS Warrant Certificates representing unexercised JMS Warrants to any transferee.

Exercise. (a) This Warrant may be exercised at any time or from time to time prior to its expiration pursuant to Section 2.4 hereof by the Holder holder hereof by surrender of this Warrant, with the form of subscription attached hereto duly executed by such holder, to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (but only upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the conditions hereinafter set forthface or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, in whole or in part, upon delivery of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for holder hereof may pay the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver with respect to the Holder a certificate or certificates for the total number shares of whole Shares Common Stock for which this Warrant is then being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares(collectively, the Holder shall be entitled "EXERCISE SHARES") by surrendering its rights to a number of Exercise Shares having a fair market value equal to or greater than the required aggregate Exercise Price, in which case the holder hereof would receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Exercise Shares to which it would otherwise be purchased entitled upon exercise such exercise, less the surrendered shares. For purposes of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a shareSection 2.1, the Holder fair market value of this Warrant otherwise entitled to a fraction of such one share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from be the average of Closing Price during the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on ten Trading Days prior to the date of exercise of the this Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant may be exercised prior to its expiration at any time and from time to time on and after the date(s), if any, on which this Warrant becomes exercisable for the First Condition Shares and the Second Condition Shares, respectively by surrender of this Warrant, with the form of Notice of Exercise or Conversion at the end hereof duly executed by such holder, to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Holder Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (but only upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the conditions hereinafter set forth) face or faces thereof for the number of shares of Common Stock equal to the balance of the number shares then purchasable under this Warrant. Upon any exercise of this Warrant, in whole or in part, upon delivery the holder hereof may, in lieu of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for paying the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver which otherwise would be payable with respect to the Holder a certificate or certificates for the total number shares of whole Shares Warrant Stock for which this Warrant is then being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares(collectively, the Holder shall be entitled to receive a new Warrant covering "EXERCISE SHARES"), (a) in the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for event the Shares to be purchased upon exercise holder of this Warrant shall be made by is also the delivery holder of a certified or cashier's check payable to the Company for the aggregate Exercise Price promissory note of the Shares to be purchased. (c) If on any exercise Company, convert a like amount of this Warrant the Holder would be entitled to acquire a fraction outstanding principal and/or interest amount of a share such note into such number of Common Stock, in lieu of such fraction of a share, the Holder of or (b)surrender this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company together with a notice of cashless exercise, in which event the Company shall issue to the Holder the number of shares of Warrant Stock determined as follows: X = Y (A-B)/A where: X = the number of shares of Warrant Stock to be issued to the holder. Y = the number of shares of Warrant Stock with respect to which this Warrant is being exercised. A = the Fair Market Value (as defined below) of one share of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This The purchase rights represented by this Warrant may be exercised exercised, either for cash or on a cashless basis, by the Holder (but only on the conditions hereinafter set forth) Holder, in whole or in part, upon delivery at any time, or from time to time, by the surrender of written this Warrant (with the notice to of exercise form (the “Notice of Exercise”) attached hereto as Exhibit A duly executed) at the principal office of the Company, specifying and by payment to the Company of an amount equal to the Exercise Price multiplied by the number of the Shares being purchased, which the Holder has elected to purchaseamount may be paid, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇election of the Holder, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, by wire transfer or such other address as the Company shall designate in written notice certified check payable to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price order of the Company. The person or persons in whose name(s) any certificate(s) representing Shares so purchased. Upon shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as aforesaidthe record holder(s) of, the Company Shares represented thereby (and such Shares shall as promptly as practicable execute and deliver be deemed to have been issued) immediately prior to the Holder a certificate close of business on the date or certificates for the total number of whole Shares for dates upon which this Warrant is being exercised in such names and denominations as are requested by such Holderexercised. If In the event Holder wishes to exercise this Warrant shall be exercised with respect to less than all by means of the Shares, the a “cashless exercise” in which Holder shall be entitled to receive a new Warrant covering certificate for the number of Warrant Shares in respect of which this Warrant shall not have been exercisedequal to the quotient obtained by dividing [(A-B) (X)] by (A), which new Warrant shall in all other respects be identical to this Warrant.where: (bA) Payment for equals the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price closing price of the Shares Company’s Common Stock, as reported (in order of priority) on the trading market on which the Company’s Common Stock is then listed or quoted for trading on the trading date preceding the date of the election to be purchased. (c) If exercise; or, if the Company’s Common Stock is not then listed or traded on any exercise of this Warrant a trading market, then the Holder would be entitled to acquire a fraction fair market value of a share of Common Stock, Stock as determined by an independent appraiser selected in lieu of such fraction of a share, good faith by the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to Recipient and the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying Company; (iB) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting equals the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.adjusted from time to time in accordance herewith; and

Exercise. (a) This Warrant The Option shall be exercisable during Optionee's -------- lifetime only by Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the Holder delivery to the Company of a written notice of such exercise pursuant to the notice procedures set forth in Section 6 hereof, which notice shall specify the number of option Shares to be purchased (but only on the conditions hereinafter set forth"Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price in cash or by a cashier's or certified bank check payable to the Company; provided, however, that payment of such aggregate Exercise Price may instead be made, in whole or in part, upon : (a) by the delivery of written notice to the Company, specifying the number Company of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock powers, which delivery effectively transfers to the total number Company good and valid title to such shares, free and clear of whole Shares for which this Warrant is being exercised in any pledge, commitment, lien, claim or other encumbrance (such names and denominations as are requested by such Holder. If this Warrant shall shares to be exercised with respect to less than all valued on the basis of the Sharesaggregate Fair Market Value (as defined below) thereof on the date of such exercise), provided that the Holder shall be entitled to receive a new Warrant covering the number Company is not then prohibited from purchasing or acquiring such shares of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant.Common Stock; and/or (b) Payment for by reducing the Shares number of shares of Common Stock to be purchased issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of this Warrant the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock that would otherwise have been issued and delivered upon such exercise), provided that (i) Optionee shall be made by have obtained the delivery prior written approval of a certified or cashier's check payable the Administrator to pay the Exercise Price pursuant to the method set forth in this subsection (b), which approval may be withheld or granted at the Administrator's sole discretion, and (ii) the Company for the aggregate Exercise Price is not then prohibited from purchasing or acquiring such additional shares of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction Common Stock. The "Fair Market Value" of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock or other security on any day shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share be equal to the product obtained by multiplying (i) last sale price, regular way, per share or unit of such fraction of a share of Common Stockother security on such day or, by (ii) the amount obtained by subtracting the Exercise Price from in case no such sale takes place on such day, the average of the closing bid and asked prices for a share prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock or such other security are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock or such other security are listed or admitted to trading or, if the shares of Common Stock or such other securities are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation SystemDealers, Inc. automated quotations system or such other system then in use or, if on any such date the shares of Common Stock or such other security are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in shares of Common Stock or such other security selected by the Board of Directors.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter herein set forth) in whole as to all or in partany increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: ▇▇▇ ▇▇. ▇▇▇▇▇'▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, ▇▇ ▇▇▇▇▇-▇▇▇▇ or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check or (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such HolderHolder (subject to Sections 4 and 5 hereof). If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes (exclusive of any taxes based upon the income of Holder) which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon exercise of this Warrant. (b) Payment In lieu of exercising this Warrant pursuant to Section 3(a) above, the Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times into Shares (the "Conversion Right"), upon delivery of written notice of intent to convert to the Company at its address in Section 3(a) or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any Exercise Price) that number of Shares which is equal to the quotient obtained by dividing (x) the value of the number of Shares into which this Warrant is being converted at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price for the Shares into which this Warrant is being converted immediately prior to be purchased the exercise of the Conversion Right from a number equal to the product of (i) the fair market value per Share as at such time, multiplied by (ii) that number of Shares purchasable upon exercise of this Warrant immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to Section 8), by (y) such fair market value per Share. Any references in this Warrant to the "exercise" of this Warrant, and the use of the term exercise herein, shall be made by the delivery of a certified or cashier's check payable deemed to the Company for the aggregate Exercise Price of the Shares to be purchased. include (cwithout limitation) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation SystemConversion Right.

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) Registered Holder, in whole or in part, upon delivery by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of written notice to the Company, specifying or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares which the purchased upon such exercise. (b) The Registered Holder has elected to purchasemay, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇its option, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, elect to pay some or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price all of the Shares so purchased. Upon Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as aforesaidis determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value (as defined below) per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the number of Warrant Shares minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the trading day immediately preceding the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof ) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (a) the Fair Market Value per share of Common Stock shall be amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as promptly provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable execute after the exercise of this Warrant in full or in part, and deliver in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the total number of whole full Warrant Shares for to which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Registered Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon such exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stockplus, in lieu of any fractional share to which such fraction Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, calling in the Holder aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant otherwise entitled to a fraction minus the sum of (a) the number of such share shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock shall receive, upon surrender to Warrant Shares (if any) covered by the Company portion of this Warrant cancelled in payment of the Warrant held by Purchase Price payable upon such Holder, a cash amount for such fraction of a share equal exercise pursuant to the product obtained by multiplying (isubsection 1(b) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemabove.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter herein set forth) in whole as to all or in partany increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: ▇▇▇ ▇▇. ▇▇▇▇▇'▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, ▇▇ ▇▇▇▇▇-▇▇▇▇ or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of this Warrant having a fair market value equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such HolderHolder (subject to Sections 4 and S hereof). If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. Warrant The Company covenants and agrees that it will pay when due any and all state and federal issue taxes (bexclusive of any taxes based upon the income of Holder) Payment for which may be payable in respect of the issuance of this Warrant or the issuance of any Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchasedWarrant. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised until 5:00 p.m., New York City time on April 11, 2005 (the "Expiration Date"), to receive from the Borrower the number of fully paid and nonassessable Warrant Shares that the holder may at the time be entitled to receive in accordance herewith and with the Escrow Agreement upon the exercise of such Warrant and payment of the Exercise Price. Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. (b) A Warrant may be exercised by upon surrender to the Holder Borrower at its office designated for such purpose (but only the address of which is set forth in Section ------- 9.2 hereof) of the certificate or certificates evidencing the Warrants to be --- exercised with the form of election to purchase on the conditions hereinafter set forthreverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States of America or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., ("NASD") in whole or in part, and upon delivery of written notice payment to the CompanyBorrower of the Exercise Price as adjusted as herein provided, specifying for the number of Warrant Shares in respect of which the Holder has elected to purchase, at the following address: ▇▇ ▇▇such Warrants are then exercised. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Shares so purchasedBorrower, (ii) through the surrender of preferred equity securities or indebtedness of the Borrower having a liquidation preference or principal amount, as the case may be, equal to the aggregate Exercise Price to be paid (the Borrower will pay the accrued interest or dividends on such surrendered debt or preferred equity securities in cash at the time of surrender notwithstanding the stated terms thereof), (iii) by tendering Warrants having a fair market value equal to the Exercise Price or (iv) with any combination of (i), (ii) or (iii). Upon For purpose of clause (iii) above, the fair market value of the Warrants shall be determined as follows: (A) to the extent the Common Stock is publicly traded and listed on the Nasdaq National Securities Market or a national securities exchange, the fair market value shall be equal to the difference between (1) the Quoted Price of the Common Stock on the date of exercise of this and (2) the Exercise Price; or (B) to the extent the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value shall be equal to the value per Warrant as aforesaiddetermined in good faith by the Board of Directors of the Borrower pursuant to Section 6.16. ------------ (c) Subject to the provisions of Section 4.1 hereof, upon such surrender ----------- of Warrants and payment of the Exercise Price, the Company Borrower shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as promptly as practicable execute and deliver to the Holder Warrant holder may designate, a certificate or certificates for the total number of whole full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 7.1; ----------- provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Borrower as described in Section 6.15 hereof, ------------ or a tender offer or an exchange offer for which shares of Common Stock of the Borrower shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Borrower shall, as soon as possible, but in any event not later than two Business Days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 7.1. Such certificate or certificates shall be deemed to have been ----------- issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. (d) The Warrants shall be exercisable, at the election of the holders thereof, either in full or, from time to time, in part and, in the event that a certificate evidencing Warrants is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less of fewer than all of the Shares, the Holder shall be entitled Warrant Shares issuable on such exercise at any time prior to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise expiration of the WarrantWarrants, as reported by a new certificate evidencing the National Association remaining Warrant or Warrant will be issued and delivered pursuant to the provisions of Securities Dealers Automated Quotation System.this Section and of Section 1.2 hereof. -----------

Exercise. (a) This Warrant may be exercised prior to the -------- Warrant Expiration Date by the Holder holder hereof at any time or from time to time, by surrender of this Warrant, with the form of subscription attached as Exhibit A hereto duly executed by such holder, to the Company at its ------- - principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (but only upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the conditions hereinafter set forthface or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, in whole or in part, upon delivery of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for holder hereof may pay the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver with respect to the Holder a certificate or certificates for the total number shares of whole Shares Common Stock for which this Warrant is then being exercised (collectively, the "Exercise Shares") by (a) in the event -------- ------ the holder of this Warrant is also the holder of a Note (as defined in the Credit Agreement), decreasing the outstanding principal amount of such names and denominations as are requested Note by such Holder. If this Warrant shall be exercised with respect amount or (b) surrendering its rights to less a number of Exercise Shares having a fair market value equal to or greater than all of the Sharesrequired aggregate Exercise Price, in which case the Holder shall be entitled to holder hereof would receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Exercise Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder which it would otherwise be entitled to acquire a fraction of a share of Common Stockupon such exercise, in lieu of such fraction of a share, less the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemsurrendered shares.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but -------- only on the conditions hereinafter set forth) in whole as to all or in partany increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: ▇▇ ▇▇. ▇ ▇▇▇▇▇'▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder (pursuant to documentation reasonably satisfactory to the Company), (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of this Warrant having a fair market value equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant (or instruct its transfer agent to do so) a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.to

Exercise. (a) This Warrant Commencing on the date that any shares of the Company's Common Stock shall have been registered under the Securities Act of 1933, the Option may be exercised by the Holder (but only on the conditions hereinafter set forth) in whole as to all or in part, increments of ten thousand (10,000) Shares upon delivery of written notice of intent to exercise in the form at tached hereto as Exhibit "A" to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: ▇▇ ▇▇. 330 ▇▇▇▇▇'▇▇▇ ▇▇▇▇▇▇ #▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or ▇▇ such other address as the Company shall designate in a written notice to the Holder hereofHolder, together with this Warrant and payment (in a check payable to the manner described in Section 3(b) below) Company for the aggregate Exercise Price of the Shares so purchased. Alternatively, the Exercise Price may be paid (a) by the surren der by the Holder to the Company of any promissory notes or other obligations issued or owed by the Company, with all such notes and obligations so surrendered being credited against the Exercise Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, (b) through delivery by the Holder to the Company of other securities issued by the Company with such securities being credited against the Exer- cise Price in an amount equal to the fair market value thereof, as determined in good faith by the Board of Directors of the Company, (c) by any combination of the foregoing, or (d) by a reduction in the number of Shares issuable hereunder in an amount equal to the quotient obtained by dividing (i) the Exercise Price by (ii) the amount obtained by subtracting the Exercise Price from the fair market value of the Common Stock, as determined in accordance with Section 6(d) hereof, on the last trading day prior to the date of such exercise of the Option. If this Option is exercised in part, the Company shall, upon such exercise, execute and deliver to the Holder a new certificate for this Option (dated the date hereof) evidencing the balance of the Shares for which this Option remains exercisable. The Company shall promptly respond to an inquiry by the Holder as to the fair market value of any securities the Holder may wish to deliver to the Company pursuant to clause (b) or (c) above. Upon exercise of this Warrant the Option as aforesaid, the Company shall shall, as promptly as practicable practicable, and in any event within twenty (20) days thereafter, execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant the Option is being exercised in such names exercised. The Company covenants and denominations as are requested by such Holder. If this Warrant agrees that it shall pay when due any and all state and federal issue taxes which may be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares payable in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the issuance of any Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchasedOption. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, (iii) by application of (a) This Warrant may be exercised accrued and unpaid interest owed to the Holder by the Company pursuant to any subordinated promissory notes held by the Holder and/or (but only on the conditions hereinafter set forthb) in whole or in part, upon delivery of written notice accrued and unpaid dividends owed to the CompanyHolder pursuant to any shares of preferred stock of the Company held by the Holder or (iv) by a combination of any of the foregoing methods, specifying for the number of Common Shares which specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder has elected per the terms of this Warrant) and the Holder shall thereupon be entitled to purchasereceive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇date of calculation as set forth below), ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇in lieu of exercising this Warrant for cash, ▇▇▇▇▇▇▇, Attention: President, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or such other address as the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver issue to the Holder a certificate or certificates for the total number of whole Shares for which this shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Sharesexercised, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company portion of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying being exercised (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise such calculation) A = the Fair Market Value of one share of the Warrant, Company’s Common Stock (at the date of such calculation) B = Exercise Price (as reported by adjusted to the National Association date of Securities Dealers Automated Quotation System.such calculation)

Exercise. (a) This Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised until 5:00 p.m., New York City time on April 11, 2005 (the "Expiration Date"), to receive from the Borrower the number of fully paid and nonassessable Warrant Shares that the holder may at the time be entitled to receive in accordance herewith and with the Escrow Agreement upon the exercise of such Warrant and payment of the Exercise Price. Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. (b) A Warrant may be exercised by upon surrender to the Holder Borrower at its office designated for such purpose (but only the address of which is set forth in Section 9.2 ----------- hereof) of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the conditions hereinafter set forthreverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States of America or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., ("NASD") in whole or in part, and upon delivery of written notice payment to the CompanyBorrower of the Exercise Price as adjusted as herein provided, specifying for the number of Warrant Shares in respect of which the Holder has elected to purchase, at the following address: ▇▇ ▇▇such Warrants are then exercised. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Shares so purchasedBorrower, (ii) through the surrender of preferred equity securities or indebtedness of the Borrower having a liquidation preference or principal amount, as the case may be, equal to the aggregate Exercise Price to be paid (the Borrower will pay the accrued interest or dividends on such surrendered debt or preferred equity securities in cash at the time of surrender notwithstanding the stated terms thereof), (iii) by tendering Warrants having a fair market value equal to the Exercise Price or (iv) with any combination of (i), (ii) or (iii). Upon For purpose of clause (iii) above, the fair market value of the Warrants shall be determined as follows: (A) to the extent the Common Stock is publicly traded and listed on the Nasdaq National Securities Market or a national securities exchange, the fair market value shall be equal to the difference between (1) the Quoted Price of the Common Stock on the date of exercise of this and (2) the Exercise Price; or (B) to the extent the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value shall be equal to the value per Warrant as aforesaiddetermined in good faith by the Board of Directors of the Borrower pursuant to Section 6.16. ------------ (c) Subject to the provisions of Section 4.1 hereof, upon such surrender of ----------- Warrants and payment of the Exercise Price, the Company Borrower shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as promptly as practicable execute and deliver to the Holder Warrant holder may designate, a certificate or certificates for the total number of whole full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 7.1; ----------- provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Borrower as described in Section 6.15 hereof, ------------ or a tender offer or an exchange offer for which shares of Common Stock of the Borrower shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Borrower shall, as soon as possible, but in any event not later than two Business Days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 7.1. Such certificate or certificates shall be deemed to have been ----------- issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. (d) The Warrants shall be exercisable, at the election of the holders thereof, either in full or, from time to time, in part and, in the event that a certificate evidencing Warrants is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less of fewer than all of the Shares, the Holder shall be entitled Warrant Shares issuable on such exercise at any time prior to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise expiration of the WarrantWarrants, as reported by a new certificate evidencing the National Association remaining Warrant or Warrant will be issued and delivered pursuant to the provisions of Securities Dealers Automated Quotation System.this Section and of Section 1.2 hereof. -----------

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) in whole full or in part, upon delivery of written notice part at any time or from time to time during the exercise period specified in the first paragraph hereof until the Expiration Date by (x) surrendering this Warrant to the Company, specifying (y) giving a subscription form in the form annexed hereto (duly executed by the Holder) to the Company, and (z) making payment, in cash or by certified or official bank check payable to the order of the Company, or by wire transfer of funds to the account of the Company, in either case, in the amount obtained by multiplying (a) the number of Shares which shares of Common Stock designated by the Holder has elected in the subscription form by (b) the Purchase Price then in effect. On any partial exercise the Company will forthwith issue and deliver to purchaseor upon the order of the Holder a new Warrant or Warrants of like tenor, at in the following address: ▇▇ ▇▇name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, providing in the aggregate on the face or faces thereof for the purchase of the number of shares of Common Stock for which such Warrant or Warrants may still be exercised. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, The subscription form may be surrendered by telephone line facsimile transmission to the telephone numbers shown thereon or such other address as numbers for the Company or such transfer agent as shall designate have been specified in written notice writing to the Holder hereofby the Company; provided, together with this Warrant and payment (in however, that if the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, subscription form is given to the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, telephone line facsimile transmission the Holder shall be entitled send an original of such subscription form to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical Company within ten Business Days after such subscription form is so given to this Warrantthe Company. (b) Payment for Notwithstanding any other provision of this Warrant, in no event shall the Shares Holder be entitled at any time to be purchased upon purchase a number of shares of Common Stock on exercise of this Warrant in excess of that number of shares upon purchase of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and all Aggregated Persons (other than shares of Common Stock deemed beneficially owned through the ownership of the unexercised portion of this Warrant and any of the Company's 5% Senior Custom Convertible Notes due 2000 and any other securities containing similar restrictions by the Holder and all Aggregated Persons) and (2) the number of shares of Common Stock issuable upon exercise of the portion of this Warrant with respect to which the determination in this sentence is being made, would result in beneficial ownership by the Holder and all Aggregated Persons of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the immediately preceding sentence. For purposes of the second preceding sentence, the Company shall be entitled to rely, and shall be fully protected in relying, on any statement or representation made by the delivery of a certified or cashier's check payable Holder to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any in connection with a particular exercise of this Warrant Warrant, without any obligation on the Holder would be entitled part of the Company to acquire a fraction make any inquiry or investigation or to examine its records or the records of a share of any transfer agent for the Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant may be exercised by the Holder as to the whole at any time, or in part from time to time, during the Exercisable Term hereof set forth in paragraph 1 above (but only not as to a fractional share of Common Stock): by completing the Subscription Form, a copy of which is attached hereto and made a part hereof (which written notice and subscription shall [i] state the election to exercise the Warrant and the number of shares in respect to which it is being exercised and [ii] be signed by the person so exercising the Warrant on behalf of the Holder), and delivering such Subscription Form to the Secretary of the Company; by presenting and surrendering this Warrant, duly endorsed, at the principal executive office of the Company in the city and state where then located; by delivery to the Company of an investment letter as set forth in paragraph 14(b) hereof and upon payment to the Company of the amount of the Exercise Price for shares so purchased either by (i) delivering to the Company, by check or by wire transfer, an amount equal to the Exercise Price per Share, multiplied by the number of Shares then being purchased, or (ii) by indicating in the notice of exercise form that the Exercise Price should be paid by deducting from the number of Shares to be received by the exercising Holder that number of Shares which has an aggregate Specified Value (as defined herein) on the conditions hereinafter set forth) date of exercise equal to the aggregate Exercise Price for all Shares then being purchased (a "Net Exercise"). "Specified Value" per Share at any date shall be the fair market value of such Share as determined in good faith by the Board of Directors of the Company. Thereupon this Warrant shall be deemed to have been exercised in whole or in partpart and the Holder exercising the same shall become a holder of record of shares of Common Stock purchased hereunder, upon delivery of written notice and certificates for such shares so purchased shall be delivered to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with purchaser within a reasonable time after this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holderhave been exercised. If this Warrant shall be exercised with in respect to less than all of only a part of the Sharesshares of Common Stock covered hereby, the Holder shall be entitled to receive a new Warrant similar warrant of like tenor and date covering the number of Shares shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share . No fractional shares of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systembe issued hereunder.

Exercise. (a) This Warrant These Warrants may be exercised by the Holder holder hereof as to all or any increment or increments of 10,000 Shares (but only on or the conditions hereinafter set forth) in whole or in partbalance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: 7▇▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇Road, ▇▇▇▇▇▇▇Largo, Attention: President, Florida 33777 or such other address as the Company shall designate in a written notice to the Holder hereof, together with this the Warrant and payment a certified or cashier's check (in or such other check as agreed to by the manner described in Section 3(bHolder and the Company) below) payable to the Company for the aggregate Exercise Price purchase price of the Shares so purchased. Upon exercise of this Warrant any Warrants as aforesaid, the Company shall as promptly as practicable practicable, and in any event within 15 days thereafter, execute and deliver to the Holder holder of the Warrant a certificate or certificates for the total number of whole Shares for which this the Warrant is being exercised in such names and denominations as are requested by such holder. The Exercise Price may, at the election of any Holder, also be paid by setting off a dollar for dollar amount against any obligation owing to the Holder or its assigns by the Company, in which case the notice of exercise shall identify such election and the obligation and amount to which the set-off applies. If this any Warrant shall be exercised with respect to less than all of the Shares, the Holder holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for . The Company covenants and agrees that it will pay when due any and all state and federal issue taxes owed by the Company which may be payable in respect of the issuance of this Warrant or the issuance of any Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchasedWarrant. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Subject to Section 1.3 hereof, this Warrant may be exercised in full or in part at any time or from time to time until the Expiration Date by the Holder holder either (but only on the conditions hereinafter set fortha) in whole or in part, upon delivery by surrender of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment the subscription form annexed hereto (in the manner described in Section 3(bduly executed) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaidby such holder, to the Company shall as promptly as practicable execute and deliver at its principal office, accompanied by payment, in cash, by the surrender of any promissory note or notes or other instruments evidencing any indebtedness outstanding from the Company to the Holder a certificate holder hereof, by cancellation of Warrants previously held by the holder hereof or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased Common Stock previously owned or acquired upon exercise of this Warrant shall be made or by the delivery of a certified or cashier's official bank check payable to the Company for the aggregate Exercise Price order of the Shares to be purchased. (c) If on any exercise of this Warrant Company in the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (ix) such fraction the number of a share shares of Common Stock, Stock designated by the holder in the subscription form by (iiy) the amount obtained by subtracting the Exercise Price then in effect, or (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the subscription form annexed hereto duly executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company either by check or from the average proceeds of the bid and asked prices for a sale of shares to be sold by the holder in such public offering of an amount equal to the then applicable Exercise Price per share multiplied by the number of shares of Common Stock then being purchased. On any partial exercise the Company at its expense will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the over-the-counter market at name of the close holder hereof or as the holder (upon payment by such holder of business any applicable transfer taxes) may request, providing in the aggregate on the date face or faces thereof for the number of exercise shares of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation SystemCommon Stock for which such Warrant or Warrants may still be exercised.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter hereafter set forth) in whole as to all or in partany increment or increments of ten thousand (10,000) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company during normal business hours on any business day at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, address set forth in SECTION 17 hereof or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by wire transfer of immediately available funds to an account designated by the Company to the Holder, or (iii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, and in any event within five (5) business days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Shares in a name other than the registered holder of this Warrant. The holder of this Warrant shall be responsible for income taxes due, if any, under federal or state law. (b) Payment for the Shares to be purchased upon exercise In lieu of exercising this Warrant pursuant to Section 3(a) above, the Holder shall be made by have the right to require the Company to convert this Warrant, in whole or in part and at any time or times into Shares (the "Conversion Right"), upon delivery of a certified or cashier's check payable written notice of intent to convert to the Company for at its address in Section 3(a) or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (WITHOUT payment by the Holder of any Exercise Price) that number of Shares which is equal to the quotient obtained by dividing (x) the value of the number of Shares with respect to which the Conversion Right is being exercised (determined by subtracting the aggregate Exercise Price for the Shares with respect to which the Conversion Right is being exercised from a number equal to the product of (i) the Fair Market Value per Share (as such term is defined in Section 11(c)) as at such time, MULTIPLIED by (ii) the number of Shares with respect to which the Conversion Right is being exercised), by (y) such Fair Market Value per Share. Any references in this Warrant to the "exercise" of this Warrant, and the use of the Shares term exercise herein, shall be deemed to be purchasedinclude (without limitation) any exercise of the Conversion Right. (c) If on any No fractional Shares shall be issuable upon the exercise of this Warrant Warrant, and the Holder would be entitled to acquire a fraction of a share of Common Stock, Company shall in lieu of such fraction issuing fractional Shares pay the holder hereof an amount of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained fractional Share that otherwise would be issuable multiplied by multiplying the Fair Market Value per Share (ias defined in Section 11(c)) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close time of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemexercise.

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) Registered Holder, in whole or in part, upon delivery by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of written notice to the Company, specifying or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or purchased upon such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrantexercise. (b) Payment for The Registered Holder may, at its option, elect to pay some or all of the Shares to be purchased Purchase Price payable upon an exercise of this Warrant shall be made by the delivery of canceling a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise portion of this Warrant 2 exercisable for such number of Warrant Shares as is determined by dividing (i) the Holder would be entitled to acquire a fraction total Purchase Price payable in respect of a the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common StockCapital Stock as of the effective date of exercise, in lieu of such fraction of a as determined pursuant to subsection 1(d) below (the "Exercise Date") over the Purchase Price per share, . If the Registered Holder of wishes to exercise this Warrant otherwise entitled pursuant to a fraction this method of such share of Common Stock shall receive, upon surrender payment with respect to the Company maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant held by such Holder, a cash amount for such fraction of a share Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Capital Stock as of the Exercise Date. The Fair Market Value per share of Capital Stock shall be determined as follows: (i) such fraction If the Capital Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of a the Exercise Date, the Fair Market Value per share of Common StockCapital Stock shall be deemed to be the last reported sale price per share of Capital Stock thereon on the Exercise Date; or, by if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Capital Stock shall be determined pursuant to clause (ii)). (ii) If the Capital Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Capital Stock shall be deemed to be the amount obtained most recently determined by subtracting the Board of Directors to represent the fair market value per share of the Capital Stock; and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Capital Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Price from Date, then (A) the average Fair Market Value per share of Capital Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the bid Capital Stock, (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and asked prices for a share of Common Stock in (C) the over-the-counter market at the close of business on the date of exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) The Registered Holder may, at its option, when permitted by law and applicable regulations (including the Warrant, as reported by rules of the Nasdaq National Market and the National Association of Securities Dealers Automated Quotation SystemDealers, Inc. ("NASD")), elect to pay some or all of the Purchase Price payable upon the exercise of this Warrant through a "same day sale" commitment from the Registered Holder (and, if applicable, a broker-dealer that is a member of NASD ("NASD Dealer")), whereby the Registered Holder irrevocably elects to exercise this Warrant and to sell at least that number of Warrant Shares so purchased to pay the aggregate Purchase Price (and up to all of the Warrant Shares so purchased) and the Registered Holder (or, if applicable, the NASD Dealer) commits upon sale (or, in the case of the NASD Dealer, upon receipt) of such Warrant Shares to forward the aggregate Purchase Price directly to the Company, with any proceeds in excess of the aggregate Purchase Price being for the benefit of the Registered Holder.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole or in part, upon delivery of written notice of intent to exercise to the Company, specifying Company in the number of Shares which the Holder has elected to purchase, manner and at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as of the Company shall designate in written notice to the Holder hereofset forth below, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check or (ii) by the surrender of a portion of this Warrant where the Shares subject to the portion of this Warrant that is surrendered have a fair market value equal to the aggregate Exercise Price. In the absence of an established public market for the Common Stock, the Company's board of directors shall establish fair market value in a commercially reasonable manner. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less fewer than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon exercise of this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant Notwithstanding Section 3(a), in no event shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of exercise this Warrant to the extent that after such fraction of a shareexercise, the Holder sum of this Warrant otherwise entitled to a fraction (1) the number of such share shares of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying beneficially owned and through Holder (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share other than shares of Common Stock in which may be deemed beneficially owned through the over-the-counter market at ownership of the close unexercised portion of business on the date Warrant), and (2) the number of shares of Common Stock issuable upon the exercise of the Warrant, would result in beneficial ownership by Holder of more than 4.99% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (as reported by the National Association amended), except as otherwise provided in clause (1) of Securities Dealers Automated Quotation Systemsuch sentence.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but -------- only on the conditions hereinafter set forth) in whole as to all or in partany increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder (pursuant to documentation reasonably satisfactory to the Company), (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of this Warrant having a fair market value equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant (or instruct its transfer agent to do so) a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for . The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchasedWarrant. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant To the extent that the SAR shall have become and remains exercisable as provided in this Agreement, and subject to such reasonable administrative regulations as the Committee may have adopted, the SAR may be exercised by the Holder (but only on the conditions hereinafter set forth) exercised, in whole or in part, upon delivery of written by notice to the CompanySecretary of the Company in writing, specifying the Grantee’s election to exercise this SAR and the number of Shares shares of Common Stock with respect to which the Holder has elected SAR is being exercised (the “Exercise Shares”). The date of such notice shall be the “Exercise Date”. Subject to purchasecompliance with all applicable laws, at rules and regulations, this SAR (or portion thereof) shall be deemed to be exercised upon receipt by the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: PresidentCompany of the appropriate written notice of exercise accompanied by the satisfaction of, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment adequate provision for (in the manner sole discretion of the Committee), all applicable withholding obligations (described in Section 3(bparagraph (b) below) for the aggregate Exercise Price of the Shares so purchased). Upon exercise of this Warrant as aforesaidthe SAR, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder Grantee shall be entitled to receive (and shall receive promptly following the Exercise Date and compliance with the foregoing), as determined by the Committee in its sole discretion: (1) a new Warrant covering number of shares of Common Stock (the “SAR Shares”) equal to the quotient obtained by dividing “x” by “y”, where: x = the number of Exercise Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made multiplied by the delivery excess, if any, of a certified or cashier's check payable to (A) the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction Fair Market Value of a share of Common StockStock on the Exercise Date over (B) the Exercise Price, in lieu of such fraction and y = the Fair Market Value of a shareshare of Common Stock on the Exercise Date; (2) an amount in cash equal to “x”; or (3) a combination of (1) and (2) above, as determined by the Holder of this Warrant otherwise entitled to a fraction of such Committee in its sole discretion. No fractional share of Common Stock shall receivebe issued to make any payment in respect of the SAR; if any fractional share would be issuable, upon surrender the number of SAR Shares payable to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal Grantee shall be rounded down to the product obtained by multiplying next whole share (no payment of cash, shares or other consideration shall be made with respect to such fractional share). The Company may require the Grantee to furnish or execute such other documents as the Company shall reasonably deem necessary: (i) to evidence such fraction of a share of Common Stock, by exercise; (ii) to determine whether registration is then required under the amount obtained by subtracting U.S. Securities Act of 1933, as amended (the Exercise Price from “Securities Act”); and (iii) to comply with or satisfy the average requirements of the bid and asked prices for a share of Common Stock in the overSecurities Act, applicable state or non-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation SystemU.S. securities laws or any other law.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole as to all or in partany increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: 1126 ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇-▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, Attention: President, or ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of this Warrant where the Shares subject to the portion of this Warrant that is surrendered have a fair market value equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for . The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchasedWarrant. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant may be exercised by at any time or from time to time from and after the Holder (but only Vesting Date and before 5:00 P.M., Eastern Time, on the conditions hereinafter set forth) in whole or in partTermination Date on any business day, upon delivery for the full number of written notice to shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇▇▇ ▇▇. ▇▇▇▇▇'▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as with the Company shall designate in written notice to the Holder hereofsubscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant and (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of this amount may be made (1) by payment (in cash or by corporate check, payable to the manner described in Section 3(b) below) for the aggregate Exercise Price order of the Shares so purchasedCompany, or (2) by the Company not issuing that number of shares of Common Stock subject to this Warrant having a Fair Market Value (as hereinafter defined) on the date of exercise equal to such sum, as Holder may determine. Upon This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as aforesaida whole, and the Company shall as promptly as practicable execute and deliver to sum payable upon the Holder a certificate or certificates for the total number exercise of whole Shares for which this Warrant is being exercised as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in such names and denominations as are requested by such Holder. If accordance with the terms hereof, this Warrant shall be exercised with respect to less than all of the Sharessurrendered, the Holder shall be entitled to receive and a new Warrant covering of the same tenor and for the purchase of the number of Shares in respect of which this Warrant shall such shares not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon such exercise of this shall be issued by the Company to Holder without any charge therefor. A Warrant shall be made by the delivery of a certified or cashier's check payable deemed to the Company for the aggregate Exercise Price of the Shares have been exercised immediately prior to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of the Warrant, as reported by the National Association one full share of Securities Dealers Automated Quotation SystemCommon Stock.

Exercise. (a) This Subject to the limitation on exercise in Section 1.1(b), this Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) hereof in whole full or in partpart at any time or from time to time during the exercise period specified in the first paragraph hereof until the Expiration Date by surrender of this Warrant and the subscription form annexed hereto (duly executed by the Holder), upon delivery of written notice to the Company's transfer agent and registrar for the Common Stock, with a copy to the Company, specifying and by making payment, in cash or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying (a) the number of Shares which shares of Common Stock designated by the Holder has elected to purchase, at in the following address: ▇▇ ▇▇subscription form by (b) the Purchase Price then in effect. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as On any partial exercise the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute will forthwith issue and deliver to or upon the order of the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive hereof a new Warrant covering or Warrants of like tenor, in the name of the Holder hereof or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, providing in the aggregate on the face or faces thereof for the purchase of the number of Shares in respect shares of Common Stock for which this such Warrant shall not have been or Warrants may still be exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for Notwithstanding any other provision of this Warrant, in no event shall the Shares Holder be entitled at any time to be purchased upon purchase a number of shares of Common Stock on exercise of this Warrant shall be made in excess of that number of shares upon purchase of which the sum of (1) the number of shares of Common Stock beneficially owned by the delivery Holder and all persons whose beneficial ownership of a certified or cashiershares of Common Stock would be aggregated with the Holder's check payable to the Company beneficial ownership of shares of Common Stock for the aggregate Exercise Price purposes of Section 13(d) of the Shares to be purchased. 1934 Act and Regulation 13D-G thereunder, (ceach such person other than the Holder an "Aggregated Person" and all such persons other than the Holder, collectively, the "Aggregated Persons") If on any exercise (other than shares of Common Stock deemed beneficially owned through the ownership by the Holder and all Aggregated Persons of the Holder of the unexercised portion of this Warrant and the unexercised or unconverted portion of any other security of the Company which contains similar provisions) and (2) the number of shares of Common Stock issuable upon exercise of the portion of this Warrant with respect to which the determination in this sentence is being made, would result in beneficial ownership by the Holder would be entitled to acquire a fraction and all Aggregated Persons of a share the Holder of more than 4.9% of the outstanding shares of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company . For purposes of the Warrant held by such Holderimmediately preceding sentence, a cash amount for such fraction of a share equal to the product obtained by multiplying (ibeneficial ownership shall be determined in accordance with Section 13(d) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid 1934 Act and asked prices for a share of Common Stock Regulation 13D-G thereunder, except as otherwise provided in the over-the-counter market at the close of business on the date of exercise clause (1) of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemimmediately preceding sentence.

Exercise. (a) This Subject to compliance by the Registered Holder of this Warrant and the Company with the requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, if applicable, this Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) Registered Holder, in whole or in part, upon delivery by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of written notice to the Company, specifying or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States (or surrender of Warrants as provided below), of the Purchase Price payable in respect of the number of Warrant Shares which the purchased upon such exercise. (b) The Registered Holder has elected to purchasemay, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice its option to the Holder hereofextent it holds sufficient warrants in-the-money, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price to elect to pay some or all of the Shares so purchased. Upon Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as aforesaidis determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to the next paragraph). If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as promptly provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable execute after the exercise of this Warrant in full or in part, and deliver in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the total number of whole full Warrant Shares for to which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Registered Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon such exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stockplus, in lieu of any fractional share to which such fraction Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, calling in the Holder aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant otherwise entitled to a fraction minus the sum of (a) the number of such share shares purchased by the Registered Holder upon such exercise plus, (b) the number of Common Stock shall receive, upon surrender to Warrant Shares (if any) covered by the Company portion of this Warrant cancelled in payments of the Warrant held by Purchase Price payable upon such Holder, a cash amount for such fraction of a share equal exercise pursuant to the product obtained by multiplying (isubsection 1(b) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemabove.

Exercise. (a) This Warrant Payment may be exercised made in cash by the Holder (but only on the conditions hereinafter set forth) in whole wire transfer or in part, upon delivery of written notice by certified or official bank check payable to the Company, specifying order of the Company equal to the applicable aggregate Exercise Price for the number of Common Shares which the Holder has elected specified in such Exercise Notice (as such exercise number shall be adjusted to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate reflect any adjustment in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which shares of Common Stock issuable to the Holder per the terms of this Warrant is being exercised in such names Warrant) and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall thereupon be entitled to receive a new Warrant covering the number of Shares duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. (b) Notwithstanding the provisions of subsection (a) above to the contrary, if at the time the Holder exercises this Warrant a Registration Statement (as defined in respect the Registration Rights Agreement entered into by the Company and the Holder dated as of which the date hereof, as the same may be amended, restated, supplemented and/or otherwise modified from time to time, the “Registration Rights Agreement”) covering the Common Stock issuable to the Holder upon exercise of this Warrant shall not have been exerciseddeclared effective under the Securities Act (as hereafter defined) in accordance with the terms of the Registration Rights Agreement, which new Warrant shall payment may be made, in all other respects be identical the Holder’s discretion, either (i) in cash by wire transfer or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant. (b) Payment for the Shares to be purchased , or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (c) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be made by adjusted to reflect any adjustment in the delivery total number of a certified or cashier's check payable shares of Common Stock issuable to the Company for Holder per the aggregate Exercise Price terms of this Warrant) and the Shares Holder shall thereupon be entitled to be purchasedreceive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. (c) If on any exercise In accordance with subsection (b) above, if the Fair Market Value of this Warrant the Holder would be entitled to acquire a fraction of a one share of Common StockStock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of such fraction of a shareexercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant otherwise entitled (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a fraction number of such share shares of Common Stock shall receive, upon surrender computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Company Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Warrant held by Company’s Common Stock (at the date of such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (icalculation) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting B = the Exercise Price from the average of the bid and asked prices for a per share of Common Stock in the over-the-counter market at the close of business on (as adjusted to the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.such calculation)

Exercise. (a) This Warrant may be exercised prior to its expiration pursuant to Section 2.4 hereof by the Holder holder hereof from time to time in accordance with Section 2.2, by surrender of this Warrant, with the form of subscription at the end hereof duly executed by such holder, to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (but only upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the conditions hereinafter set forthface or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, in whole or in part, upon delivery of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for holder hereof may pay the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver with respect to the Holder a certificate or certificates for the total number shares of whole Shares Common Stock for which this Warrant is then being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares(collectively, the Holder shall be entitled "EXERCISE SHARES") by surrendering its rights to a number of Exercise Shares having a fair market value equal to or greater than the required aggregate Exercise Price, in which case the holder hereof would receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Exercise Shares to which it would otherwise be purchased entitled upon exercise such exercise, less the surrendered shares. For purposes of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a shareSection 2.1, the Holder fair market value of this Warrant otherwise entitled to a fraction of such one share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share be equal to the product obtained by multiplying (i) in the event such fraction exercise is being made in connection with the occurrence of a share Capital Transaction, the Repurchase Price of Common Stock, by such interest determined in accordance with Section 13.5 of the Securities Purchase Agreement and (ii) in all other cases, the amount obtained by subtracting the Exercise Repurchase Price from the average of such interest determined in accordance with Section 13.4 of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation SystemPurchase Agreement.

Exercise. (a) This Warrant A Call Option may be exercised in accordance with Clause 5 of the Agreement, by a Seller submitting a Call Option Exercise Notice that elects to exercise such Seller’s Call Option, in which case the Holder Purchaser may in its sole discretion determine whether: (but only on i) Such Call Option shall be surrendered in exchange for a payment from the conditions hereinafter set forth) Bidder in whole cash or in part, upon delivery shares in accordance with the Bid and in such proportions as the Bid provides for. The amount of written notice such payment to be made to a Seller electing to surrender the Company, specifying Call Option shall be equal to (i) the number of Option Shares which the Holder has elected subject to purchasesuch Seller’s Call Option, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, multiplied by (ii) the amount obtained by subtracting Bid Price minus the Exercise Price from Price; or (ii) Such Call Option shall be exercised in a cashless way whereby the average Seller would receive - at the option of the bid Purchaser in its sole discretion - either (a) an amount equal to the amount calculated in accordance with subclause (i); or (b) that number of ordinary shares equal to the product of (I) (A) the sum of (1) the Bid Price, minus (2) the Exercise Price, divided by (B) the Bid Price, multiplied by (II) the number of Option Shares subject to such Call Option provided that in order for the Purchaser to elect subclause 2(i) of this Schedule 8 “Call Option Terms and asked prices for a share of Common Stock in Conditions” the over-the-counter market at Bidder shall have agreed to accept the close of business on the date of exercise surrender of the WarrantCall Options and to make the payments as provided in subclause 2(i). If the Purchaser elects to issue ordinary shares to a Seller upon exercise by such Seller of its Call Option as set out in subclause 2(ii) above, as reported by the National Association of Securities Dealers Automated Quotation SystemPurchaser shall be obliged to issue such Seller’s Option Shares and the Seller shall be obliged to tender its Option Shares under the successful Bid.

Exercise. (a) This Warrant may be exercised prior to its expiration pursuant to Section 2.4 hereof by the Holder holder hereof from time to time in accordance with Sections 2.2 and 2.3, by surrender of this Warrant, with the form of subscription at the end hereof duly executed by such holder, to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (but only upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the conditions hereinafter set forthface or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, in whole or in part, upon delivery of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for holder hereof may pay the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver with respect to the Holder a certificate or certificates for the total number shares of whole Shares Common Stock for which this Warrant is then being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares(collectively, the Holder shall be entitled "EXERCISE SHARES") by surrendering its rights to a number of Exercise Shares having a fair market value equal to or greater than the required aggregate Exercise Price, in which case the holder hereof would receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Exercise Shares to which it would otherwise be purchased entitled upon exercise such exercise, less the surrendered shares. For purposes of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a shareSection 2.1, the Holder fair market value of this Warrant otherwise entitled to a fraction of such one share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share be equal to the product obtained by multiplying (i) in the event such fraction exercise is being made in connection with the occurrence of a Capital Transaction, the highest price per share of Common Stock, received by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share any holder of Common Stock in connection with such transaction and (ii) in all other cases, the over-the-counter market at average closing bid price quoted on NASDAQ National Market for the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemfive trading days prior to such exercise.

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) Registered Holder, in whole or in part, upon delivery by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of written notice to the Company, specifying or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares which the purchased upon such exercise. (b) The Registered Holder has elected to purchasemay, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇its option, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, elect to pay some or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price all of the Shares so purchased. Upon Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as aforesaidis determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as promptly provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable execute after the exercise of this Warrant in full or in part, and deliver in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the total number of whole full Warrant Shares for to which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Registered Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon such exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stockplus, in lieu of any fractional share to which such fraction Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, calling in the Holder aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant otherwise entitled to a fraction minus the sum of (a) the number of such share shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock shall receive, upon surrender to Warrant Shares (if any) covered by the Company portion of this Warrant cancelled in payment of the Warrant held by Purchase Price payable upon such Holder, a cash amount for such fraction of a share equal exercise pursuant to the product obtained by multiplying (isubsection 1(b) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemabove.

Exercise. (a) This Warrant may be exercised Subject to compliance by the Registered Holder (but only on of this Warrant and the conditions hereinafter set forth) in whole or in part, upon delivery Company with the requirements of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. Hart-▇▇▇▇▇'▇ ▇▇▇▇▇▇, -▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, ▇▇▇▇▇▇▇if applicable, Attention: Presidentthis Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other address office or agency as the Company shall designate may designate, accompanied by payment in written notice full, in lawful money of the United States (or surrender of Warrants as provided below), of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (rev. 9/23/97) 2 (b) The Registered Holder may, at its option to the Holder hereofextent it holds sufficient warrants in-the-money, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price to elect to pay some or all of the Shares so purchased. Upon Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as aforesaidis determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to the next paragraph). If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as promptly provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable execute after the exercise of this Warrant in full or in part, and deliver in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the total number of whole full Warrant Shares for to which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Registered Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon such exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stockplus, in lieu of any fractional share to which such fraction Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, calling in the Holder aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant otherwise entitled to a fraction minus the sum of (a) the number of such share shares purchased by the Registered Holder upon such exercise plus, (b) the number of Common Stock shall receive, upon surrender to Warrant Shares (if any) covered by the Company portion of this Warrant cancelled in payments of the Warrant held by Purchase Price payable upon such Holder, a cash amount for such fraction of a share equal exercise pursuant to the product obtained by multiplying (isubsection 1(b) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemabove.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole as to all or in partany increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: ▇▇ 99 Erie Street, Cambridge, Massachusetts 02139 or such ot▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in ▇▇ ▇▇ a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. Upon exercise The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, or (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the Holder shall have the right (the "Conversion Right") to convert this Warrant or any portion thereof into shares of Common Stock as provided in this Section at any time or from time to time prior to its expiration. In lieu of exercising this Warrant for cash, the Holder may elect to surrender a portion of this Warrant as aforesaidfor conversion and to receive shares of Common Stock equal to the value of this Warrant (or the portion being cancelled, surrendered and converted) by surrender of this Warrant to the Company together with notice of such election. Upon such event, the Company shall as promptly as practicable execute and deliver issue to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all shares of the Shares, Company's Common Stock computed by using the Holder shall be entitled to receive a new Warrant covering following formula: X = Y (A - B) --------------- A Where: X = the number of Shares in respect shares of which this Warrant shall not have been exercised, which new Warrant shall in all other respects Common Stock to be identical issued to the Holder; Y = the number of shares of Common Stock to otherwise be purchased under this Warrant. (b) Payment for ; A = the Shares to be purchased upon exercise Fair Market Value of this Warrant shall be made by one share of the delivery of a certified or cashier's check payable to Common Stock; and B = the Company for the aggregate Exercise Price of the Shares Warrant (as adjusted to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemcalculation).

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) Registered Holder, in whole or in part, upon delivery by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of written notice to the Company, specifying or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares which purchased upon such exercise. (b) Notwithstanding the provisions of subsection 1(a) above, the Registered Holder has elected to purchasemay, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇its option, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, elect to pay some or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price all of the Shares so purchased. Upon Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as aforesaidis determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise pursuant to this subsection 1(b) by (ii) the excess of the Fair Market Value (as defined below) per Warrant Share as of the effective date of exercise, as determined pursuant to subsection 1(e) below (the "Exercise Date"), over the Purchase Price per share. For example, if (A) this Warrant were exercisable for 100,000 Warrant Shares at an exercise price of $5.00 per share, (B) the Registered Holder wished to purchase 10,000 Warrant Shares upon exercise of this Warrant and (C) the Fair Market Value per Warrant Share as of the effective date of exercise was $15.00, then the Registered Holder could purchase 10,000 Warrant Shares upon exercise of this Warrant by electing to cancel a portion of this Warrant exercisable for 5,000 Warrant Shares ((10,000 x $5.00) / ($15.00 - $5.00)), and this Warrant would thereafter be exercisable for 85,000 Warrant Shares. (c) For purposes of this Warrant, the Fair Market Value per Warrant Share shall be determined as follows: (i) If the Warrant Shares are listed on a national securities exchange, The Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per Warrant Share shall be deemed to be the average closing price per Warrant Share thereon for the 10 trading days immediately preceding (and not including) the Exercise Date; (ii) If the Warrant Shares are not listed on a national securities exchange, The Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per Warrant Share shall be reasonably determined in good faith by the Board of Directors of the Company. (d) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company shall as promptly provided in subsection 1(a) above. (e) As soon as practicable execute after the exercise of this Warrant in full or in part, and deliver in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the total number of whole full Warrant Shares for to which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Registered Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon such exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stockplus, in lieu of any fractional share to which such fraction Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, calling in the Holder aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant otherwise entitled to a fraction minus the sum of (A) the number of such share shares purchased by the Registered Holder upon such exercise as provided in subsection 1(a) above and (B) the number of Common Stock shall receive, upon surrender to Warrant Shares (if any) covered by the Company portion of this Warrant cancelled in payment of the Warrant held by Purchase Price payable upon such Holder, a cash amount for such fraction of a share equal exercise pursuant to the product obtained by multiplying (isubsection 1(b) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemabove.

Exercise. (a) This Warrant Certificate may be exercised by the Holder as to all or any increment or increments of one thousand (but only on 1000) Warrant Shares (or the conditions hereinafter set forth) in whole or in partbalance of the Warrant Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Issuer at the following address: Murd▇▇▇ ▇▇. ▇munications Corporation, 1112 ▇▇▇▇ ▇▇▇▇▇'▇, ▇.▇., ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attentiontention: President, Chief Financial Officer (or such other address as the Company Issuer shall designate in a written notice to the Holder hereofHolder), together with this Warrant Certificate and payment (in to the manner described in Section 3(b) below) for Issuer of the aggregate Exercise Price of the Warrant Shares so purchased. The Exercise Price shall be payable by certified or bank check, by wire transfer of immediately available funds, or as otherwise specified by the Issuer. Upon exercise of this Warrant Certificate as aforesaid, the Company Issuer shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Warrant Shares for which this Warrant Certificate is being exercised in such names and denominations as are requested by such Holder. If this Warrant Certificate shall be exercised with respect to less than all of the Warrant Shares, the Holder shall be entitled to receive a new Warrant Certificate covering the number of Warrant Shares in respect of which this Warrant Certificate shall not have been exercised, which new Warrant Certificate shall in all other respects be identical to this Warrant. (b) Payment for Warrant Certificate. The Issuer covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant Certificate or the issuance of any Warrant Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchasedCertificate. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole as to all or in partany increment or increments of Ten Thousand (10,000) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: 2662 ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇, Suite 320, Alpharetta, Georgia 30022, Attention: PresidentChief Financial Officer, or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by wire transfer, certified cashiers or bank check, (ii) by the surrender of the Amended and Restated Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of this Warrant having an aggregate Fair Market Value (as hereinafter defined) equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for . The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchasedWarrant. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant Payment may be exercised made in cash by the Holder (but only on the conditions hereinafter set forth) in whole wire transfer or in part, upon delivery of written notice by certified or official bank check payable to the Company, specifying order of the Company equal to the applicable aggregate Exercise Price for the number of Common Shares which the Holder has elected specified in such Exercise Notice (as such exercise number shall be adjusted to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate reflect any adjustment in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which shares of Common Stock issuable to the Holder per the terms of this Warrant is being exercised in such names Warrant) and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall thereupon be entitled to receive a new Warrant covering the number of Shares duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. (b) Notwithstanding the provisions of subsection (a) above to the contrary, if at the time the Holder exercises this Warrant a Registration Statement (as defined in respect the Registration Rights Agreement entered into by the Company and the Holder dated as of which the date hereof, as the same may be amended, restated, supplemented and/or otherwise modified from time to time, the “Registration Rights Agreement”) covering the Common Stock issuable to the Holder upon exercise of this Warrant shall not have been exerciseddeclared effective under the Securities Act (as hereafter defined) in accordance with the terms of the Registration Rights Agreement, which new Warrant shall payment may be made, in all other respects be identical the Holder’s discretion, either (i) in cash by wire transfer or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant. (b) Payment for the Shares to be purchased , or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (c) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be made by adjusted to reflect any adjustment in the delivery total number of a certified or cashier's check payable shares of Common Stock issuable to the Company for Holder per the aggregate Exercise Price terms of this Warrant) and the Shares Holder shall thereupon be entitled to be purchasedreceive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. (c) If on any exercise In accordance with subsection (b) above, if the Fair Market Value of this Warrant the Holder would be entitled to acquire a fraction of a one share of Common StockStock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of such fraction of a shareexercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant otherwise entitled (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a fraction number of such share shares of Common Stock shall receive, upon surrender computed using the following formula: X= _Y(A-B)_ A Where X = the number of shares of Common Stock to be issued to the Company Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Warrant held by Company’s Common Stock (at the date of such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (icalculation) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting B = the Exercise Price from the average of the bid and asked prices for a per share of Common Stock in the over-the-counter market at the close of business on (as adjusted to the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.such calculation)

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) Registered Holder, in whole or in part, upon delivery by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of written notice to the Company, specifying or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares which the purchased upon such exercise. (b) The Registered Holder has elected to purchasemay, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇its option, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, elect to pay some or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price all of the Shares so purchased. Upon Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as aforesaidis determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as promptly provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable execute after the exercise of this Warrant in full or in part, and deliver in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the total number of whole full Warrant Shares for to which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Registered Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon such exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stockplus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such fraction exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, calling in the Holder aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant otherwise entitled to a fraction minus the sum of (a) the number of such share shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock shall receive, upon surrender to Warrant Shares (if any) covered by the Company portion of this Warrant cancelled in payment of the Warrant held by Purchase Price payable upon such Holder, a cash amount for such fraction of a share equal exercise pursuant to the product obtained by multiplying (isubsection 1(b) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemabove.

Exercise. (a) This Subject to the limitations on exercises in Sections 1.1(b), 1.1(c) and 1.3(a), this Warrant may be exercised by the Holder (but only on hereof at any time or from time to time during the conditions hereinafter set forth) in whole or in part, upon Exercise Period by delivery of written the subscription form annexed hereto (duly executed by the Holder) to the Company and by making payment, in cash or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying (a) the number of shares of Common Stock designated by the Holder in the subscription form by (b) the Purchase Price. If at the request of the Company the subscription form is delivered to the Company's transfer agent for the Common Stock, the Holder shall provide a copy of the subscription form to the Company at the time of exercise and the Company will confirm the exercise instructions given therein by notice to the Company, specifying 's transfer agent within one Trading Day after receiving such subscription form. The number of shares of Common Stock for which this Warrant may be exercised at any time during each Quarterly Period shall be the then applicable Specified Number less the number of Shares shares, if any, for which this Warrant has previously been exercised during such Quarterly Period. Upon each exercise of this Warrant, the Holder shall not be required to surrender this Warrant to the Company unless the Holder has elected no further rights to purchase, at the following address: ▇▇ ▇▇purchase shares of Common Stock hereunder. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as The Holder and the Company shall designate maintain records showing the number of shares purchased in written notice to the Holder hereof, together connection with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon each exercise of this Warrant as aforesaidand the dates of such exercises or shall use such other method, the Company shall as promptly as practicable execute and deliver satisfactory to the Holder a certificate or certificates for and the total number Company, so as to not require physical surrender of whole Shares for which this Warrant is being exercised in upon each such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrantexercise. (b) Payment for Notwithstanding any other provision of this Warrant, in no event shall the Shares Holder be entitled at any time to be purchased upon purchase a number of shares of Common Stock on exercise of this Warrant in excess of that number of shares upon purchase of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and all persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder (each such person other than the Holder an "Aggregated Person" and all such persons other than the Holder, collectively, the "Aggregated Persons") (other than shares of Common Stock deemed beneficially owned through the ownership by the Holder and all Aggregated Persons of the Holder of the unexercised portion of this Warrant and the unexercised or unconverted portion of any other security of the Company which contains similar provisions) and (2) the number of shares of Common Stock issuable upon exercise of the portion of this Warrant with respect to which the determination in this sentence is being made, would result in beneficial ownership by the Holder and all Aggregated Persons of the Holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price determined in accordance with Section 13(d) of the Shares to be purchased1934 Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the immediately preceding sentence. (c) If Notwithstanding any other provision of this Warrant, in no event shall the Holder be entitled to purchase any shares of Common Stock on any exercise of this Warrant unless and until the Holder would be entitled shall have sold or otherwise transferred all of the Initial Shares to acquire a fraction one or more unaffiliated purchasers or transferees. On or prior to the date of a share the first exercise of Common Stock, in lieu of such fraction of a sharethis Warrant, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender give notice to the Company that all of the Warrant held by such Holder, a cash amount for such fraction of a share equal to Initial Shares have been sold or transferred in accordance with the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemimmediately preceding sentence.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole as to all or in partany increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: 1327 ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of this Warrant having a fair market value equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for . The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchasedWarrant. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (i) In order to exercise this Warrant with respect to all or any portion of the Warrant Shares during the times when the Warrant is exercisable (as described above), the Holder (or in the case of exercise after the Holder’s death, the Holder’s executor, administrator, heir or legatee, as the case may be) must take the following actions: (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) in whole or in part, upon delivery of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates Company the Notice of Exercise in the form attached hereto as Exhibit “A” and incorporated herein by this reference (the “Notice of Exercise”); (b) pay the Exercise Price for the total number purchased Warrant Shares by either full payment, in cash or cash equivalents, or any other form which the Company may, in its sole and absolute discretion, approve at the time of whole Shares for which exercise; and (c) execute and deliver to the Company a Letter of Accession with respect to the SEA in the form attached hereto as Exhibit “B” and incorporated herein by this Warrant reference (the “Letter of Accession”), as well as such additional documents, instruments or agreements as the Company shall determine is being exercised reasonably necessary or appropriate in such names order to evidence or reflect any of the foregoing. Payment of the Exercise Price shall immediately become due and denominations as are requested by such Holder. If this shall accompany the Notice of Exercise. (ii) This Warrant shall be exercised with respect deemed to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical exercised immediately prior to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the Holder of record of such Warrant Shares as of the Warrantclose of business on such date. In the event that this Warrant is exercised in part, as reported by the National Association Company will execute and deliver a new Warrant of Securities Dealers Automated Quotation Systemlike tenor exercisable for the number of shares for which this Warrant may then be exercised.

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) hereof in whole full or in partpart at any time or from time to time during the exercise period specified in the first paragraph hereof until the Expiration Date by surrender of this Warrant and the subscription form annexed hereto (duly executed) by such Holder, upon delivery of written notice to the CompanyCompany at its principal office, specifying accompanied by payment, in cash or by certified or official bank check payable to the order of the Company in the amount obtained by multiplying (a) the number of Shares which shares of Common Stock designated by the Holder has elected to purchase, at in the following address: ▇▇ ▇▇subscription form by (b) the Purchase Price then in effect. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as On any partial exercise the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute will forthwith issue and deliver to or upon the order of the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive hereof a new Warrant covering or Warrants of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, providing in the aggregate on the face or faces thereof for the purchase of the number of Shares in respect shares of Common Stock for which this such Warrant shall not have been or Warrants may still be exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares Notwithstanding any other provision of this Warrant, in no event shall Genesee Fund Limited ("Genesee") be entitled at any time to be purchased upon purchase a number of shares of Common Stock on exercise of this Warrant in excess of that number of shares upon purchase of which the sum of (1) the number of shares of Common Stock beneficially owned by Genesee and any person whose beneficial ownership of shares of Common Stock would be aggregated with Genesee's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 13D-G thereunder, (each a "GFL Person" and collectively, the "GFL Persons") (other than shares of Common Stock deemed beneficially owned through the ownership of the unexercised portion of this Warrant and shares of Series G Convertible Preferred Stock, $.01 par value, of the Company beneficially owned by all GFL Persons) and (2) the number of shares of Common Stock issuable upon exercise of the portion of this Warrant with respect to which the determination in this sentence is being made, would result in beneficial ownership by any GFL Person of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the immediately preceding sentence. For purposes of the second preceding sentence, the Company shall be entitled to rely, and shall be fully protected in relying, on any statement or representation made by the delivery of a certified or cashier's check payable Genesee to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any in connection with a particular exercise of this Warrant Warrant, without any obligation on the Holder would be entitled part of the Company to acquire a fraction make any inquiry or investigation or to examine its records or the records of a share of any transfer agent for the Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but -------- only on the conditions hereinafter set forth) in whole as to all or in partany increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: ▇▇ ▇▇. ▇ ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇Memphis, ▇▇▇▇▇▇▇, Attention: President, Tennessee 38114 or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of this Warrant where the Shares subject to the portion of this Warrant that is surrendered have a fair market value equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for . The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchasedWarrant. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a1) This A Warrant Holder may be exercised by exercise the Holder (but only on the conditions hereinafter set forth) Warrants, in whole or in part, to purchase the Underlying Shares in such amounts as may be elected upon delivery surrender of written notice the Warrant Certificates therefor with the subscription form thereon duly executed, to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: its corporate office at 2 So▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇', ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇gether with the full Underlying Share Purchase Price for each Underlying Share to be purchased, Attention: President(i) in lawful money of the United States, or such other address as by certified check or bank draft payable in United States dollars to the order of the Company, (ii) cancellation of all or any part of the unpaid principal amount of indebtedness outstanding under the Loan Agreement in an amount equal to the Underlying Share Purchase Price, or (iii) surrender to the Company shall designate for cancellation certificates representing shares of Common Stock of the Company owned by the Warrant Holder (properly endorsed for transfer in written notice blank) having a current market price on the date of Warrant exercise equal to the Holder hereofUnderlying Share Purchase Price and upon compliance with and subject to the conditions set forth herein and in the Warrant Certificate. For purposes of any computation under this Section 2(b)(1), the then current market price per share of Common Stock will be computed as set forth under Section 2(c). (2) Upon receipt of such Warrant Certificates together with this Warrant the Subscription Form attached hereto as Exhibit D (or a reasonable facsimile thereof) thereon duly executed and accompanied by payment (in of the manner described in Section 3(b) below) Underlying Share Purchase Price for the aggregate Exercise Price number of the Underlying Shares so purchased. Upon exercise of this Warrant as aforesaidfor which such Warrants are then being exercised, the Company shall as promptly as practicable execute shall, subject to Section 5(b) hereof, cause to be issued and deliver delivered promptly, but in all events within three (3) days of receipt by the Company of the Underlying Share Purchase Price, to the Warrant Holder a certificate or certificates for the total number such shares of whole Shares for which this Warrant is being exercised Common Stock in such names and denominations as are requested by such the Warrant Holder. If this . (3) In case a Warrant Holder shall be exercised exercise Warrants with respect to less than all of the Underlying Shares, the Holder shall be entitled to receive Company will execute a new Warrant covering Certificate, as represented by a warrant certificate substantially in the number of Shares in respect of which this Warrant shall not have been exercisedform attached hereto as Exhibit A, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment exercisable for the balance of the Underlying Shares to that may be purchased upon exercise of this such Warrants and deliver such new Warrant Certificate to the Warrant Holder. Warrant Certificates shall be made executed on behalf of the Company by the delivery of a certified or cashierCompany's check payable to the Company for the aggregate Exercise Price Chairman of the Shares to be purchasedBoard, President or any Vice President and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary. (c4) If on any exercise of this Warrant the Holder would Warrants shall be entitled deemed to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled have been exercised immediately prior to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise Exercise Date, and the person entitled to receive the Underlying Shares and any Warrant Certificate representing the unexercised portion of the WarrantWarrants deliverable upon such exercise shall be treated for all purposes as the holder of such Underlying Shares and unexercised Warrants, respectively, upon such exercise as reported of the close of business on the Exercise Date. (5) The Company covenants and agrees that it will pay when due and payable any and all taxes that may be payable in respect of the issue of the Warrants or the issue of any Underlying Shares. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer by the National Association Warrant Holder of Securities Dealers Automated Quotation Systemthe Warrants or any Underlying Shares to any person or entity at the time of surrender. Until the payment of the tax referred to in the previous sentence and the presentation to the Company by the Warrant Holder of reasonable proof of such payment, the Company shall not be required to issue such Underlying Shares or new Warrant Certificates representing unexercised Warrants to any transferee.

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) Registered Holder, in whole or in part, upon delivery to the extent then exercisable, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered --------- Holder or by such Registered Holder's duly authorized attorney, at the principal office of written notice to the Company, specifying or at such other office or agency as the Company may designate, accompanied by payment in full, by certified or bank check or wire transfer, of the Purchase Price payable in respect of the number of Warrant Shares which purchased upon such exercise. (b) In the event of the exercise of this Warrant, if the Registered Holder has elected so elects, the Registered Holder will receive shares of Common Stock equal to purchase, the value of the Warrant Shares to be purchased upon such exercise by surrender of this Warrant at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant location and payment (in the manner described in Section 3(b1(a) below) for the aggregate Exercise Price together with notice of the Shares so purchased. Upon exercise of this Warrant as aforesaidsuch election, in which event the Company shall as promptly as practicable execute and deliver issue to the Registered Holder a certificate or certificates for the total that number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all shares of the Shares, Company's Common Stock computed using the Holder shall be entitled to receive a new Warrant covering following formula: X = Y (A-B) ------- A Where: X = the number of Shares in respect shares of which Common Stock to be issued to the Registered Holder. Y = the number of shares of Common Stock requested to be exercised under this Warrant (at the date of such calculation). A = the Fair Market Value (as defined below) of one share of the Company's Common Stock (at the date of such calculation). B = Purchase Price (as adjusted to the date of such calculation). An example of this calculation is attached hereto as Exhibit II. ---------- (c) For purposes of this Section 1, "Fair Market Value" of one share of the Company's Common Stock shall not have been exercisedmean (i) if the Company's Common Stock is then listed on a national securities exchange or on The Nasdaq Stock Market, which new Warrant shall in all other respects be identical to this Warrantthe last reported sale price on such date; or (ii) otherwise, the fair market value as determined by the Board of Directors of the Company. (bd) Payment for the Shares to be purchased upon Each exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable deemed to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market have been effected at the close of business on the date day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(e) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (e) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the WarrantCompany, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as reported such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the National Association of Securities Dealers Automated Quotation System.Registered Holder upon such exercise

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) Holder, from time to time, in whole or in part, at any time prior to the expiration of the Exercise Period, upon Holder's delivery of (i) written notice of intent to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, address of the Company set forth below its signature or such other address as the Company shall designate in written notice writing to the Holder hereofHolder, together with (ii) this Warrant and (iii) payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, but in no event later than 15 days after delivery of the notice, Warrant and Exercise Price, execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall may be made at the election of the Holder by the delivery of (i) a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. purchased or (cii) Shares in lieu of a monetary payment (a "Cashless Exercise"). If on any Holder elects a Cashless Exercise, the number of Shares issuable upon exercise of this Warrant the Holder would be entitled reduced by an amount equal to acquire a fraction the aggregate Exercise Price otherwise payable divided by the Fair Market Value (as defined below) of a share Share as of Common Stock, in lieu of such fraction the exercise date. "Fair Market Value" of a shareShare on date of reference shall be the Closing Price (as defined below) of the Common Stock on the business day immediately preceding such date. For purposes of this Section 3(b), the Holder of this Warrant otherwise entitled to a fraction of such share "Closing Price" of Common Stock on any business day shall receivebe: (a) if the Common Stock is listed or admitted for trading on any United States national securities exchange, upon surrender to the Company last reported sale price of the Warrant held by Common Stock on such Holderexchange, a cash amount as reported in any newspaper of general circulation; (b) if the Common Stock is quoted on the Nasdaq National Market, or any similar system of automated dissemination of quotations of securities prices in common use, the mean between the closing high bid and low asked quotations for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average day of the Common Stock on such system; (c) if neither clause (a) or (b) is applicable, the mean between the high bid and low asked prices quotations for a share of the Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association Daily Quotation Service if at least two securities dealers have inserted both bid and asked quotations for the Common Stock on at least five of Securities Dealers Automated Quotation Systemthe ten preceding days; (d) in lieu of the above, if actual transactions in the Common Stock are reported on a consolidated transaction reporting system, the last sale price of the Common Stock on such system; or (e) if none of the foregoing apply, the value determined by the Board of Directors of the Company (the "Board") in its reasonable discretion in a fair and uniform way.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole as to all or in partany increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, ▇▇▇▇▇▇ ▇▇▇▇▇ or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. Upon exercise The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check or (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the Holder shall have the right (the "Conversion Right") to convert this Warrant or any portion thereof into shares of Common Stock as provided in this Section at any time or from time to time prior to its expiration. In lieu of exercising this Warrant for cash, the Holder may elect to surrender a portion of this Warrant as aforesaidfor conversion and to receive shares of Common Stock equal to the value of this Warrant (or the portion being cancelled, surrendered and converted) by surrender of this Warrant to the Company together with notice of such election. Upon such event, the Company shall as promptly as practicable execute and deliver issue to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all shares of the Shares, Company's Common Stock computed by using the Holder shall be entitled to receive a new Warrant covering following formula: X = Y (A - B) ---------- A Where: X = the number of Shares in respect shares of which this Warrant shall not have been exercised, which new Warrant shall in all other respects Common Stock to be identical issued to the Holder; Y = the number of shares of Common Stock to otherwise be purchased under this Warrant. (b) Payment for ; A = the Shares to be purchased upon exercise Fair Market Value of this Warrant shall be made by one share of the delivery of a certified or cashier's check payable to Common Stock; and B = the Company for the aggregate Exercise Price of the Shares Warrant (as adjusted to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemcalculation).

Exercise. (a) This Subject to Section 5.4 of the Purchase Agreement, this Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) Registered Holder, in whole or in part, upon delivery by surrendering this Warrant, with the purchase form appended hereto as Exhibit B duly --------- executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of written notice to the Company, specifying or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares which purchased upon such exercise. (b) During the period commencing on the Date of Issuance and ending 90 days thereafter, the Registered Holder has elected to purchasemay, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇its option, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, elect to pay some or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price all of the Shares so purchased. Upon Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as aforesaidis determined by dividing (I) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (II) the excess of the Fair Market Value per share of Common Stock (as defined in this Section 1(b)) as of the Exercise Date (as defined in Section 1(c) of this Warrant) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (y) the total number of Warrant Shares by (z) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The "Fair Market Value" per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average closing sale price of the Common Stock over the ten trading days ending on the trading day immediately preceding the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors of the Company (the "Board") to represent the fair market value per share of the Common Stock; and, upon written request of the Registered Holder, the Board (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a written request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this Section 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as promptly provided in Section 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable execute after the exercise of this Warrant in full or in part, and deliver in any event within 20 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the total number of whole full Warrant Shares for to which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Registered Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon such exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stockplus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 of this Warrant; and (ii) in case such fraction exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, calling in the Holder aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant otherwise entitled to a fraction minus the sum of (a) the number of such share shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock shall receive, upon surrender to Warrant Shares (if any) covered by the Company portion of this Warrant cancelled in payment of the Warrant held by Purchase Price payable upon such Holder, a cash amount for such fraction exercise pursuant to Section 1(b) of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the this Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter hereafter set forth) in whole as to all or in partany increment or increments of fifty thousand (50,000) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company during normal business hours on any business day at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, address set forth in SECTION 17 hereof or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by wire transfer of immediately available funds to an account designated by the Company to the Holder, or (iii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, and in any event within five (5) business days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Shares in a name other than the registered holder of this Warrant. The holder of this Warrant shall be responsible for income taxes due, if any, under federal or state law. (b) Payment for the Shares to be purchased upon exercise In lieu of exercising this Warrant pursuant to Section 3(a) above, the Holder shall be made by have the right to require the Company to convert this Warrant, in whole or in part and at any time or times into Shares (the "Conversion Right"), upon delivery of a certified or cashier's check payable written notice of intent to convert to the Company for at its address in Section 3(a) or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (WITHOUT payment by the Holder of any Exercise Price) that number of Shares which is equal to the quotient obtained by dividing (x) the value of the number of Shares with respect to which the Conversion Right is being exercised (determined by subtracting the aggregate Exercise Price for the Shares with respect to which the Conversion Right is being exercised from a number equal to the product of (i) the Fair Market Value per Share (as such term is defined in Section 11(c)) as at such time, MULTIPLIED by (ii) the number of Shares with respect to which the Conversion Right is being exercised), by (y) such Fair Market Value per Share. Any references in this Warrant to the "exercise" of this Warrant, and the use of the Shares term exercise herein, shall be deemed to be purchasedinclude (without limitation) any exercise of the Conversion Right. (c) If on any No fractional Shares shall be issuable upon the exercise of this Warrant Warrant, and the Holder would be entitled to acquire a fraction of a share of Common Stock, Company shall in lieu of such fraction issuing fractional Shares pay the holder hereof an amount of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained fractional Share that otherwise would be issuable multiplied by multiplying the Fair Market Value per Share (ias defined in Section 11(c)) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close time of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemexercise.

Exercise. (a) This Warrant may be exercised by the Holder Warrantholder by (but only on i) the conditions hereinafter set forthsurrender of this Warrant (or an indemnification undertaking or other form of security reasonably satisfactory to the Company with respect to this Warrant in the case of its loss, theft or destruction) in whole or in part, upon delivery of written notice to the Company, with a duly executed Exercise Form specifying the number of Warrant Shares which to be purchased, during normal business hours on any Business Day during the Holder has elected to purchase, at Exercise Period and (ii) the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice delivery of payment to the Holder hereofCompany, together for the account of the Company, by wire transfer of immediately available funds to a bank account specified by the Company, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money of the United States of America (the "Aggregate Exercise Price"). In the event of any exercise of the rights represented by this Warrant in compliance with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid1.2(a), the Company shall, or shall as promptly as practicable execute cause its transfer agent to, within two (2) Business Days of the Company's receipt of the Aggregate Exercise Price and this Warrant (or an indemnification undertaking or other form of security reasonably satisfactory to the Company with respect to this Warrant in the case of its loss, theft or destruction) either (A) at the Warrantholder's request, credit such aggregate number of shares of Common Stock to which the Warrantholder shall be entitled upon such exercise to the holder's or its designee's balance account with The Depository Trust Company ("DTC") through its Deposit Withdrawal Agent Commission system, provided that (i) Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, (ii) the Warrantholder is eligible to receive shares through DTC, and (iii) the certificates for the Common Stock do not bear a legend thereon, or (B) issue and deliver to the Holder address as specified in the Exercise Form, a certificate or certificates in such denominations as may be requested by the holder in the Exercise Form, registered in the name of the Warrantholder or its designee, for the total number of whole shares of Common Stock to which the Warrantholder shall be entitled upon such exercise. Upon delivery of the Aggregate Exercise Price and this Warrant, the holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares for with respect to which this Warrant is being exercised in such names and denominations as are requested by such Holderhas been exercised. If this Warrant shall be have been exercised with respect to less than all only in part, the Company shall, at the time of delivery of the Sharesstock certificate or certificates, deliver to the Holder shall be entitled to receive Warrantholder a new Warrant covering evidencing the number of Shares in respect of which this rights to purchase the remaining Warrant shall not have been exercisedShares, which new Warrant shall in all other respects be identical to with this Warrant. (b) Payment for . No adjustments shall be made on Warrant Shares issuable on the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified for any cash dividends paid or cashier's check payable to the Company for the aggregate Exercise Price holders of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share record of Common Stock shall receive, upon surrender prior to the Company date as of which the Warrantholder shall be deemed to be the record holder of such Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation SystemShares.

Exercise. (a) This Warrant may be exercised by Each Tag Along Offeree desiring to accept the Holder (but only on offer contained in the conditions hereinafter set forth) in whole or in part, upon delivery of Tag Along Notice shall send a written notice commitment to the Company, BFTC specifying the number of Shares which shares of KMOC Common Stock (not in any event to exceed the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price Sale Percentage of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested shares of Common Stock beneficially owned (on a fully diluted basis) by such HolderTag Along Offeree) which such Tag Along Offeree desires to have included in the Sale (a "Tag Along Commitment") within thirty (30) days after the effectiveness of the Tag Along Notice (each a "Participating Seller"). If this Warrant Each Tag Along Offeree who has not so accepted such offer shall be exercised deemed to have waived all of its rights with respect to less the Sale, and BFTC and the Participating Sellers, if any, shall thereafter be free to sell to the Tag Along Purchaser, at a price no greater than all of the Sharespurchase price set forth in the Tag Along Notice and otherwise on terms not more favorable in any material respect to them than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Offerees. If, prior to consummation, the Holder terms of such proposed Sale shall change with the result that the price shall be entitled greater than the maximum price set forth in the Tag Along Notice or the other terms shall be more favorable to receive a new Warrant covering Participating Seller in any material respect than as set forth in the number of Shares in respect of which this Warrant Tag Along Notice, it shall not be necessary for a separate Tag Along Notice to have been exercisedfurnished, which new Warrant shall and the terms and provisions of this Article I separately complied with, in all other respects be identical order to consummate such proposed Sale pursuant to this Warrant. (b) Payment for Article I; provided however that in the Shares case of such a separate Tag Along Notice, the applicable period referred to be purchased upon exercise of this Warrant in Section 1.1 shall be made by 20 days and the delivery of a certified or cashier's check payable applicable period referred to the Company for the aggregate Exercise Price of the Shares to above in this Section 1.2 shall be purchased15 days. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant Payment may be exercised by the Holder made either (but only on the conditions hereinafter set forthi) in whole cash or in partby certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, upon (ii) by delivery of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: Presidentthis Warrant, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price shares of the Shares so purchased. Upon Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as aforesaid, the Company such exercise number shall as promptly as practicable execute and deliver be adjusted to the Holder a certificate or certificates for reflect any adjustment in the total number of whole Shares for which shares of Common Stock issuable to the Holder per the terms of this Warrant is being exercised in such names Warrant) and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall thereupon be entitled to receive a new Warrant covering the number of Shares duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein; provided that, payment shall be in respect cash only to the extent that (x) at the time of which this Warrant such exercise, the Effectiveness Date (as defined in the Registration Rights Agreement entered into by the Company and Holder dated as of the date hereof, as the same may be amended, modified and/or supplemented from time to time (the "Registration Rights Agreement")) shall not have occurred, (y) the Registration Statement (as defined in the Registration Rights Agreement) filed by the Company with the SEC registering the shares of Common Stock issuable hereunder shall have been exercised, which new Warrant declared effective by the SEC and (z) no Discontinuation Event (as defined in the Registration Rights Agreement) shall in all other respects have occurred and be identical continuing at such time with respect to this Warrantsuch Registration Statement. (b) Payment for the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable Notwithstanding any provisions herein to the Company for contrary, if the aggregate Exercise Price Fair Market Value of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a one share of Common StockStock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of such fraction of a shareexercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant otherwise entitled (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a fraction number of such share shares of Common Stock shall receive, upon surrender computed using the following formula: X= Y(A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Company Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Warrant held by Company's Common Stock (at the date of such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (icalculation) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting B = the Exercise Price from the average of the bid and asked prices for a per share of Common Stock in the over-the-counter market at the close of business on (as adjusted to the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemsuch calculation).

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) Registered Holder, in whole or in part, upon delivery of written notice to by surrendering this Warrant, with the Company, specifying purchase form appended hereto as EXHIBIT I duly executed by the number of Shares which Registered Holder or by the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ Registered ▇▇▇▇▇▇'s duly authorized attorney, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: Presidentat the principal office of the Company, or at such other address office or agency as the Company shall designate may designate, accompanied by payment in written notice to the Holder hereoffull, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares so purchased. Upon purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as aforesaidis determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as promptly provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable execute after the exercise of this Warrant in full or in part, and deliver in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the total number of whole full Warrant Shares for to which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Registered Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon such exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stockplus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such fraction exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, calling in the Holder aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant otherwise entitled to a fraction minus the sum of (a) the number of such share shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock shall receive, upon surrender to Warrant Shares (if any) covered by the Company portion of this Warrant cancelled in payment of the Warrant held by Purchase Price payable upon such Holder, a cash amount for such fraction of a share equal exercise pursuant to the product obtained by multiplying (isubsection 1(b) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemabove.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole or in part, upon delivery of written notice of intent to exercise to the Company, specifying Company in the number of Shares which the Holder has elected to purchase, manner at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as of the Company shall designate in written notice to the Holder hereofset forth below, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of this Warrant where the Shares subject to the portion of this Warrant that is surrendered have a fair market value equal to the aggregate Exercise Price. In the absence of an established public market for the Common Stock, the Company's board of directors shall establish fair market value in a commercially reasonable manner. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less fewer than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon exercise of this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant Notwithstanding Section 3(a), in no event shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of exercise this Warrant to the extent that after such fraction of a shareexercise, the Holder sum of this Warrant otherwise entitled to a fraction (1) the number of such share shares of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying beneficially owned and through Holder (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share other than shares of Common Stock in which may be deemed beneficially owned through the over-the-counter market at ownership of the close unexercised portion of business on the date Warrant), and (2) the number of shares of Common Stock issuable upon the exercise of the Warrant, would result in beneficial ownership by Holder of more than 4.99% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (as reported by the National Association amended), except as otherwise provided in clause (1) of Securities Dealers Automated Quotation Systemsuch sentence.

Exercise. (a) This Warrant may be exercised by the Holder hereof (but only -------- on the conditions hereinafter set forth) in whole as to all or in partany increment or increments of One Hundred (100) Shares (or the balance of the Shares if fewer than such number), upon delivery of written notice of intent to exercise to the Company, specifying the number of Shares which the Holder has elected to purchase, Company at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, Attention: President#370, Atlanta, Georgia 30342 or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment (in to the manner described in Section 3(b) below) for Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of this Warrant where the Shares subject to the portion of this Warrant that is surrendered have a fair market value equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less fewer than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for . The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchasedWarrant. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stock, in lieu of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.

Exercise. (a) This Warrant may be exercised by the Holder (but only on the conditions hereinafter set forth) Registered Holder, in whole or in part, upon delivery by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered --------- Holder's duly authorized attorney, at the principal office of written notice to the Company, specifying or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares which the purchased upon such exercise. (b) The Registered Holder has elected to purchasemay, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇its option, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, elect to pay some or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price all of the Shares so purchased. Upon Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as aforesaidis determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as promptly provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable execute after the exercise of this Warrant in full or in part, and deliver in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the total number of whole full Warrant Shares for to which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Registered Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon such exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction of a share of Common Stockplus, in lieu of any fractional share to which such fraction Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of a sharelike tenor, calling in the Holder aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant otherwise entitled to a fraction minus the sum of (a) the number of such share shares purchased by the Registered Holder upon such exercise plus (b) the number of Common Stock shall receive, upon surrender to Warrant Shares (if any) covered by the Company portion of this Warrant cancelled in payment of the Warrant held by Purchase Price payable upon such Holder, a cash amount for such fraction of a share equal exercise pursuant to the product obtained by multiplying (isubsection 1(b) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation Systemabove.

Exercise. (a) This Warrant may be exercised at any time or from time to time prior to its expiration pursuant to Section 2.4 hereof by the Holder holder hereof, by surrender of this Warrant, with the form of subscription attached hereto duly executed by such holder, to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (but only upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the conditions hereinafter set forthface or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, in whole or in part, upon delivery of written notice to the Company, specifying the number of Shares which the Holder has elected to purchase, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, or such other address as the Company shall designate in written notice to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for holder hereof may pay the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver with respect to the Holder a certificate or certificates for the total number shares of whole Shares Common Stock for which this Warrant is then being exercised in immediately available funds or, in lieu of such names and denominations payment, the holder may convert this Warrant, in whole or in part, into a number of Warrant Shares determined as are requested by such follows: X = Y(A-B)/A where: X = the number of Warrant Shares to be issued to the Holder. If this Y = the number of Warrant shall be exercised Shares with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been is being exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for . B = the Shares to be purchased upon exercise Exercise Price. For purposes of this Warrant shall be made by Section 2.1, the delivery fair market value ("Fair Market Value") of a certified or cashier's check payable to Warrant Share shall mean (a) if the Common Stock of the Company for is traded on a nationally recognized securities exchange or over the aggregate Exercise Price of counter market, the Shares to be purchased. (c) If on any exercise of this Warrant the Holder would be entitled to acquire a fraction closing price of a share of Common Stock, in lieu of such fraction of a share, Stock reported for the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying (i) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on day immediately preceding the date of holder's exercise of the Warrant, and (b) if the Common Stock is not traded on a nationally recognized securities exchange or over the counter market, the Fair Market Value as reported determined in good faith by the National Association Company's Board of Securities Dealers Automated Quotation SystemDirectors.

Exercise. (a) This The purchase rights represented by this Warrant may be exercised exercised, either for cash or on a cashless basis, by the Holder (but only on the conditions hereinafter set forth) Holder, in whole or in part, upon delivery at any time, or from time to time, by the surrender of written this Warrant (with the notice to of exercise form (the “Notice of Exercise”) attached hereto as Exhibit A duly executed) at the principal office of the Company, specifying and by payment to the Company of an amount equal to the Exercise Price multiplied by the number of the Shares being purchased, which the Holder has elected to purchaseamount may be paid, at the following address: ▇▇ ▇▇. ▇▇▇▇▇'▇ ▇▇▇▇▇▇election of the Holder, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, Attention: President, by wire transfer or such other address as the Company shall designate in written notice certified check payable to the Holder hereof, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price order of the Company. The person or persons in whose name(s) any certificate(s) representing Shares so purchased. Upon shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as aforesaidthe record holder(s) of, the Company Shares represented thereby (and such Shares shall as promptly as practicable execute and deliver be deemed to have been issued) immediately prior to the Holder a certificate close of business on the date or certificates for the total number of whole Shares for dates upon which this Warrant is being exercised in such names and denominations as are requested by such Holderexercised. If In the event Holder wishes to exercise this Warrant shall be exercised with respect to less than all by means of the Shares, the a “cashless exercise” in which Holder shall be entitled to receive a new Warrant covering certificate for the number of Warrant Shares in respect of which this Warrant shall not have been exercisedequal to the quotient obtained by dividing [(A-B) (X)] by (A), which new Warrant shall in all other respects be identical to this Warrant.where: (bA) Payment for equals the Shares to be purchased upon exercise of this Warrant shall be made by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price average of the Shares closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock is then listed or quoted for trading on the Trading Date preceding the date of the election to be purchased. (c) If exercise; or, if the Company’s Common Stock is not then listed or traded on any exercise of this Warrant a Trading Market, then the Holder would be entitled to acquire a fraction fair market value of a share of Common StockStock as determined by an independent appraiser selected in good faith by the Recipient and the Company, in lieu the fees and expenses of which shall be paid by the Company for the three (3) Trading Days immediately preceding the date of such fraction of a share, the Holder of this Warrant otherwise entitled to a fraction of such share of Common Stock shall receive, upon surrender to the Company of the Warrant held by such Holder, a cash amount for such fraction of a share equal to the product obtained by multiplying election; (iB) such fraction of a share of Common Stock, by (ii) the amount obtained by subtracting equals the Exercise Price from the average of the bid and asked prices for a share of Common Stock in the over-the-counter market at the close of business on the date of exercise of the Warrant, as reported by the National Association of Securities Dealers Automated Quotation System.adjusted from time to time in accordance herewith; and