Common use of Exercise Clause in Contracts

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Warrant and this Agreement, a Warrant countersigned by this the Warrant Agent may be made, in whole or in part, at any time or times on or after exercised by the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate Registered Holder thereof by notice in writing to the registered Holder at the address office of the Holder appearing on Warrant Agent, or to the books office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the CompanyUnited States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of a duly executed copy any Notice of Exercise form be required. Upon delivery of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of exercise as aforesaid, delivery of the Holder shall deliver Warrant Shares; provided payment of the aggregate Exercise Price for the shares specified (other than in the applicable Notice case of Exercise by wire transfer or cashier's check drawn on a United States bank, unless Cashless Exercise) is received within three Trading Days of delivery of the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromcontrary, the Company), the Registered Holder shall not be required to physically surrender this its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available hereunder under the respective Warrant and the such Warrant has been exercised in full, in which case, the Registered Holder shall surrender this the Warrant to the Company for cancellation within two Trading Days three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of The Registered Holder and any dispute or discrepancyassignee, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereethe Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Subject to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a8.6, the Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), following which shall be irrevocable except as set forth in this Section 8.6(a). The redemption shall occur on the purchase Specified Redemption Date; provided, however, a Specified Redemption Date shall not occur until such later date as may be specified pursuant to any agreement with an Original Limited Partner. An Original Limited Partner may exercise a Redemption Right any time and any number of times. A Redeeming Partner may not exercise the Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Units held by such Redeeming Partner. If (i) an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the exercise of a portion Redemption Right hereunder and (ii) the issuance of a Share Amount pursuant to the exercise of a Redemption Right would violate the provisions of Section 5.2 of the Warrant Articles of Incorporation as a result of the ownership of such Shares hereunder, so acquired by such Original Limited Partner (the number of Warrant Shares available for purchase hereunder at any given time may in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the exercise of such Redemption Right to comply with the provisions of said Section 5.2 of the Articles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be less than in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the amount stated on which would be payable to such Redeeming Partner pursuant to Section 5.3 of the face hereofArticles of Incorporation if such Excess Shares were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Section 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any form of waiver or exemption thereunder.

Exercise. Optionee shall exercise the Option by delivering a notice (athe "Exercise Notice") to Lonstein specifying (i) the number of Option Shares with respect to which it intends to exercise the Option, and (ii) a date not less than three business days nor more than ten business days after the date on which the Exercise Notice is dated, on which the purchase and sale contemplated thereby is to be consummated (the "Option Closing Date"); provided, that, to the extent necessary, any Option Closing Date shall be automatically delayed until that date which is three business days after the termination or expiration of all applicable waiting periods under the HSR Act. No Exercise Notice shall be delivered after May 10, 2007. On the Option Closing Date, Lonstein will deliver to Optionee, at the offices of White & Case LLP, 1155 Avenue of the Americas, New York, New York, a certificate or certificates representing the Option Shares being purchased. Optionee will purchase rights represented such Option Shares from Lonstein by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery delivering to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in Lonstein an amount equal to the applicable number then effective Purchase Price per share of Warrant Shares purchased. The Holder and the Company shall maintain records showing Common Stock multiplied by the number of Warrant Option Shares to be purchased and on the date of such purchasesrelevant Option Closing Date. Upon exercise of any The aggregate Purchase Price with respect to the purchased Option Shares shall be paid by certified or bank cheque delivered in the amount of the Warrants represented hereby, aggregate Purchase Price tendered to Lonstein at the Company shall deliver Option closing; provided that upon notice to Optionee given not less than two business days prior to the Holder a warrant exercise grid in Closing Date, Lonstein may require that the form attached as Annex B hereto (the "Exercise Grid") aggregate Purchase Price with notations as respect to the number purchased Option Shares be paid by wire transfer of Warrants so exercised, immediately available funds to an account or accounts designated by Lonstein at least two business day prior to the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofOption Closing Date.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) of the Pre-funded Warrants may exercise Pre-funded Warrants by this delivering to the Warrant may Agent, not later than [5:00 P.M]., Eastern Standard Time, on any business day a notice of exercise of the Pre-funded Warrants to be made, exercised (i) in whole or in part, at any time or times on or after the Initial Exercise Date form attached to the Global Warrant and on or before the Termination Date by delivery (ii) (A) payment to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing Exercise Price multiplied by the number of Warrant Shares purchased and as to which the date Pre-funded Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of such purchasesimmediately available funds or (B) by notifying the Company that this Pre-funded Warrant is being exercised pursuant to a Cashless Exercise. Upon All other requirements for the exercise of any a Warrant shall be as set forth in the Pre-funded Warrant. Subject to the provisions of the Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) of the Series A Warrants represented hereby, the Company shall deliver may exercise Series A Warrants by delivering to the Holder Warrant Agent, not later than [5:00 P.M.], Eastern Standard Time, on any business day before the Expiration Date a warrant notice of exercise grid of the Series A Warrants to be exercised (i) in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number Global Warrant and (ii) (A) payment to the Company of Warrants so exercised, an amount equal to the applicable Aggregate Exercise Price in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Series A Warrant Shares so issued and is being exercised pursuant to a Cashless Exercise. All other requirements for the number exercise of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid a Series A Warrant shall be controlling and determinative as set forth in the absence of manifest errorSeries A Warrant. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of Subject to the provisions of this Section 2(a)the Global Warrant, following the purchase a Holder (or a Participant or a designee of a portion Participant acting on behalf of a Holder) of the Series B Warrants may exercise Series B Warrants by delivering to the Warrant Shares hereunderAgent, not later than [5:00 P.M.], Eastern Standard Time, on any business day after the number Series B Exercise Date and before the Expiration Date a notice of exercise of the Series B Warrants to be exercised (i) in the form attached to the Global Warrant Shares and (ii) (A) payment to the Company of an amount equal to the applicable Aggregate Exercise Price in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Series B Warrant is being exercised pursuant to a Cashless Exercise. All other requirements for purchase hereunder at any given time may the exercise of a Series B Warrant shall be less than as set forth in the amount stated on the face hereofSeries B Warrant.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A annexed hereto. Within three two Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebe required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two one Trading Days Day of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. The “Initial Exercise Date” shall mean the date registration statement on Form S-1 for the initial registration of the Common Stock is declared effective by the United State Security and Exchange Commission.

Exercise. Prior to the exercise of all or any part of this Warrant, -------- Holder shall give thirty (a30) Exercise days prior written notice ("Holder Notice") of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery his intent to exercise to the Company (at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other office or agency of the Company address as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing designate in a written notice to the number of Warrant Shares purchased and the date Holder hereof. Within five (5) days after receipt of such purchases. Upon exercise of any of the Warrants represented herebynotice, the Company shall deliver to Holder: any Prospectus used by the Company during the year in which the Holder Notice is received, together with all supplemental information required to insure that such prospectus does not omit to state or misstate a warrant exercise grid in material fact; its Annual Reports on Form 10-K, if any, for the form attached as Annex B hereto Company's most recently completed fiscal year; all Quarterly Reports on Form 10- Q, if any, filed by the Company during its current fiscal year; and all Current Reports on Form 8-K, if any, filed by the Company during its current fiscal year. Holder shall have until the thirtieth (30/th/) day from the date of the Holder Notice to rescind such notice. If Holder does not elect to rescind the Holder Notice, then on or within five (5) days after such thirtieth (30/th/) day, Holder shall deliver to Company (the "Exercise GridDelivery"): (i) with notations as to this Warrant, (ii) a signed statement indicating the number of Warrants so exercisedShares to be purchased, and (iii) either (A) a certified check in the amount of the Exercise Price or (B) that certain promissory note dated of even date herewith in the original principal amount of __________________ between the Company and Holder, along with a signed statement directing the Company to cancel that portion of such promissory note which is equal to the Exercise Price. Upon receipt of the Exercise Delivery, the Warrant Shares so issued Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver, or cause to be executed and delivered to Holder a certificate or certificates for the total number of Warrants still outstanding hereunderwhole Shares for which this Warrant is being exercised. The If this Warrant is exercised with respect to less than all of the Shares, (i) the Company shall deliver any objection issue a new warrant for the remaining shares covered by this Warrant and (ii) if the Promissory Note is used to any Notice of fund the Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancyPrice, the Exercise Grid Company shall be controlling and determinative in issue a replacement promissory note with an appropriate adjustment to the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofprincipal amount.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) of the Pre-funded Warrants may exercise Pre-funded Warrants by this delivering to the Warrant may Agent, not later than [5:00 P.M]., Eastern Standard Time, on any business day a notice of exercise of the Pre-funded Warrants to be made, exercised (i) in whole or in part, at any time or times on or after the Initial Exercise Date form attached to the Global Warrant and on or before the Termination Date by delivery (ii) (A) payment to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing Exercise Price multiplied by the number of Warrant Shares purchased and as to which the date Pre-funded Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of such purchasesimmediately available funds or (B) by notifying the Company that this Pre-funded Warrant is being exercised pursuant to a Cashless Exercise. Upon All other requirements for the exercise of any a Warrant shall be as set forth in the Pre-funded Warrant. Subject to the provisions of the Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) of the Series A Warrants represented hereby, the Company shall deliver may exercise Series A Warrants by delivering to the Holder Warrant Agent, not later than [5:00 P.M.], Eastern Standard Time, on any business day before the Expiration Date a warrant notice of exercise grid of the Series A Warrants to be exercised (i) in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number Global Warrant and (ii) (A) payment to the Company of Warrants so exercised, an amount equal to the applicable Aggregate Exercise Price in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Series A Warrant Shares so issued and is being exercised pursuant to a Cashless Exercise. All other requirements for the number exercise of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid a Series A Warrant shall be controlling and determinative as set forth in the absence of manifest errorSeries A Warrant. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of Subject to the provisions of this Section 2(a)the Global Warrant, following the purchase a Holder (or a Participant or a designee of a portion Participant acting on behalf of a Holder) of the Series B Warrants may exercise Series B Warrants by delivering to the Warrant Shares hereunderAgent, not later than [5:00 P.M.], Eastern Standard Time, on any business day after the number Reset Date and before the Expiration Date a notice of exercise of the Series B Warrants to be exercised (i) in the form attached to the Global Warrant Shares and (ii) (A) payment to the Company of an amount equal to the applicable Aggregate Exercise Price in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Series B Warrant is being exercised pursuant to a Cashless Exercise. All other requirements for purchase hereunder at any given time may the exercise of a Series B Warrant shall be less than as set forth in the amount stated on the face hereofSeries B Warrant.

Exercise. Each Tag-along Stockholder shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Stockholders a notice (aa “Tag-along Notice”) Exercise stating its election to do so and specifying the number of its Company Shares it desires to Transfer in such Tag-along Sale (up to the maximum number it is permitted to Transfer pursuant to this Section 3.04) no later than twenty (20) days after receipt of the purchase rights represented Sale Notice (the “Tag-along Period”). The election by a Tag-along Stockholder set forth in its Tag-along Notice shall be irrevocable except as provided in this Warrant may Section 3.04(c), and such Tag-along Stockholder shall be madebound and obligated, and entitled, to Transfer such Company Shares in whole or in part, at any time or times the proposed Tag-along Sale on or after the Initial Exercise Date and on or before the Termination Date by delivery subject to the terms and conditions set forth in this Section 3.04. Each Tag-along Stockholder shall have the right to Transfer in a Tag-along Sale up to the same percentage of its Company (or such other office or agency Shares as the percentage of the Company as it may designate Shares held by notice the Selling Stockholders being Transferred in writing to such Tag-along Sale. For the registered Holder at the address avoidance of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaiddoubt, the Holder shall deliver if the aggregate Exercise Price for number of Company Shares that the shares specified Tag-along Participating Stockholders have elected to Transfer in the applicable Notice Tag-along Sale exceeds the number of Exercise by wire transfer or cashier's check drawn on a United States bankCompany Shares that the Proposed Transferee is willing to acquire, unless then the cashless exercise procedure specified in Section 2(c) below is specified number of Company Shares that each Tag-along Participating Stockholder will Transfer in the applicable Notice Tag-along Sale shall be proportionately reduced until the aggregate number of Exercise. If Company Shares that the Holder Tag-along Participating Stockholders will Transfer in such Tag-along Sale equals the number of Company Shares that the Proposed Transferee is required willing to make any payments acquire; provided, that in no event will the number of Company Shares that the Tag-along Stockholder is permitted to sell in the Company's stock transfer agent in connection with its exercise Tag-along Sale be reduced to less than the same percentage of this Warrant resulting from any failure or alleged failure such Tag-along Stockholder’s Company Shares as the percentage of the Company Shares held by the Selling Stockholders being Transferred in such Tag-along Sale. Notwithstanding the foregoing, if the terms of, or agreements for, a Tag-along Sale materially change from those provided in the Sale Notice or if the percentage of the Company Shares owned by the Selling Stockholders to pay be Transferred in the transfer agentTag-along Sale shall change from the percentage set forth in the Sale Notice, the Holder may deduct Selling Stockholders shall deliver to each Tag-along Stockholder (whether or not such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, Tag-along Stockholder has previously sent a timely Tag-along Notice) an updated Sale Notice reflecting such changes and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder each Tag-along Stockholder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder right, exercisable within ten (10) Business Days, to elect to participate in, change its participation in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of or withdraw its participation in such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofTag-along Sale.

Exercise. (a) Exercise of the purchase rights represented by this Warrant Warrants may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Exercise Date Effective Date, but not after the Expiration Date, upon the terms and on or before the Termination Date by delivery subject to the Company (or such other office or agency of conditions set forth herein and in the Company as it may designate by notice in writing applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the registered Holder at the address close of the Holder appearing business on the books Exercise Date, provided that the Warrant Certificate representing such Warrant, with the Exercise Form thereon duly executed by the Registered Holder thereof with such Registered Holder’s signature guaranteed, together with payment in cash or by bank or cashier’s check made payable to the order of the Company) , of a duly executed copy an amount in lawful money, of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount America equal to the applicable number of Exercise Price, has been received in good funds by the Warrant Shares purchasedAgent or the Company. The Holder and If received by the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented herebyCompany, the Company shall deliver the original Warrant Certificate and Exercise Form to the Holder Warrant Agent as soon as practicable. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a warrant certificate or certificates for the Common Shares deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise grid of Warrants, the Warrant Agent shall promptly notify the Company in the form attached as Annex B hereto (the "Exercise Grid") with notations as to writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the Company’s bank account. (b) If any Warrants are exercised which exercise was solicited by a broker-dealer with whom the Company agreed in writing to pay a solicitation fee for exercise of the Warrant (a “Broker-Dealer”), then the soliciting Broker-Dealer shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised, a fee of not less than six percent (6%) and not greater than ten percent (10%), the exact percentage to be determined by a separate agreement between the Company and the Broker-Dealer, of the aggregate price of the Warrants so exercised (the “Exercise Fee”); provided, that, at the time of exercise, (i) the market price of the Company’s Common Shares is equal to or greater than the Exercise Price, (ii) the Broker-Dealer is a member of the National Association of Securities Dealers, Inc., (iii) the Warrant Shares so issued is not held in a discretionary account, unless prior specific written approval for exercise has been received by the Broker-Dealer from its customer, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the number solicitation of the Warrant is not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. Within five (5) days after the end of each month, the Warrant Agent will notify the Company of each Warrant Certificate which has been properly completed for exercise by holders of Warrants still outstanding hereunderduring the last month. The Warrant Agent will provide the Company with such information, in connection with the exercise of each Warrant, as the Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such noticereasonably request. In the event that an Exercise Fee is paid to a Broker-Dealer with respect to a Warrant which was not properly completed for exercise or in respect of which such Broker-Dealer is not entitled to an Exercise Fee, such Broker-Dealer will return such Exercise Fee to the Company. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any dispute Warrant or discrepancyWarrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fractional interest shall be rounded up to the nearest whole figure. (d) Anything in this Section 4 notwithstanding, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission, and there shall be then effective, a registration statement under the 1933 Act covering the offer and sale of the Common Shares issuable upon exercise of such Warrant and such offer and sale of the Common Shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Warrant. (e) In addition, if it is required by law and upon instruction by the Company, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Warrant Agent will deliver to each Registered Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of a prospectus that complies with the provisions of this Section 2(a), following the purchase of a portion 5 of the 1933 Act and the Company agrees to supply the Warrant Shares hereunder, the Agent with a sufficient number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofprospectuses to effectuate that purpose.

Exercise. In order to exercise the Option with respect to any vested portion, the Optionee shall provide written notice (athe "Exercise Notice") Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other at its principal executive office or agency stating the number of shares in respect of which the Company as it may designate option is being exercised. The Exercise Notice must be signed by notice in writing to the registered Holder at the Optionee and must include his complete address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exerciseand social security number. If the Holder person exercising the Option is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure a transferee of the Company to pay Optionee by will or under the transfer agentlaws of descent and distribution, the Holder may deduct Exercise Notice must be accompanied by appropriate proof of the right of such sums it pays transferee to exercise this Option. At the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromtime of exercise, the Company), the Holder Optionee shall not be required to physically surrender this Warrant pay to the Company until the Holder has purchased all Purchase Price per share set forth on ATTACHMENT A to this Agreement times the number of vested shares as to which the Warrant Shares available hereunder and Option is being exercised. The Optionee shall make such payment (i) by certified check or (ii) if the Warrant has been Company so permits, in its sole discretion, by the delivery of shares of Common Stock having a Fair Market Value (defined below) on the date immediately preceding the exercise date equal to the aggregate Purchase Price. If the Option is exercised in full, in which case, the Holder Optionee shall surrender this Warrant Agreement to the Company at the Company's option for cancellation within two Trading Days of cancellation. If the date Option is exercised in part, the final Notice of Exercise is delivered Optionee shall surrender this Agreement to the Company. Partial exercises of , at the Company's option, so that the Company may make appropriate notation hereon or cancel this Warrant resulting in purchases of Agreement and issue a new agreement representing the unexercised portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedOption. The Holder and Option may not be exercised for less than 100 shares at a time or the Company remaining shares purchasable under the Option, if less than 100 shares. "Fair Market Value" shall maintain records showing mean (i) Market or other exchange on which the number of Warrant Shares purchased and Common Stock is traded; or (ii) if there is no reported price information for the date of such purchases. Upon exercise of any of the Warrants represented herebyCommon Stock, the Company shall deliver Fair Market Value as determined in good faith by the Board of Directors. If the shares to be purchased are covered by an effective registration statement under the Holder a warrant exercise grid in the form attached Securities Act of 1933, as Annex B hereto amended (the "Exercise GridAct"), the Option may be exercised by a broker-dealer acting on behalf of the Optionee if (a) the broker-dealer has received from the Optionee or the Company a fully and duly endorsed agreement evidencing such option, together with notations as instructions signed by the Optionee requesting the Company to deliver the shares of Common Stock subject to such option to the number broker-dealer on behalf of Warrants so exercisedthe Optionee and specifying the account into which such shares should be deposited, (b) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, and (c) the broker-dealer and the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision. The Option shall be exercisable during the lifetime of the Optionee only by the Optionee. To the extent exercisable after the Optionee's death, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Option shall be controlling and determinative in exercised only by the absence of manifest error. The Holder by acceptance of this Warrant Optionee's representatives, executors, successors or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofbeneficiaries.

Exercise. (a) Exercise Subject to the provisions of Sections 4, 7 and 8, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be madeexercised at a price (the "Exercise Price") of $1.00 per share, in whole or in part, commencing on the date of issuance (the "Initial Exercise Date") and terminating on June 30, 2002, unless extended by the Company's Board of Directors (the "Exercise Period"), at any time or times on or after during such period that the Initial Exercise Date and on or before the Termination Date by delivery Company's Registration Statement with respect to the Warrant Shares is effective and current. The Company shall promptly notify the Warrant Agent of the effectiveness of such Registration Statement, any suspension of effectiveness and of any such extension of the Exercise Periods. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, (the "Corporate Office") or such other office or agency of the Company place as it may designate designated by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchases. Upon exercise of any Warrant Shares as of the Warrants represented hereby, close of business on the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exerciseddate. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares so issued set forth in Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price to the number of Warrants still outstanding hereunderexercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interests in Warrant Shares issuable or deliverable on the event exercise of any dispute Warrant or discrepancyscrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the Exercise Grid number of full Shares which shall be controlling and determinative in issuable on exercise thereof shall be computed on the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason basis of the provisions aggregate number of this Section 2(a)full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Company. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into a segregated account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for purchase hereunder the Company's use during the exercise periods. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Warrants, the number of shares issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Warrants at any given time may as the absolute owner thereof for all purposes, and the Company shall not be less than affected by any notice to the amount stated contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the face hereofCommon Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other right.

Exercise. (a) Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares” by vesting in accordance with the vesting schedule set forth in the Notice of Grant. The Option shall in all events terminate at the close of business on the tenth (10) anniversary of the date of this Agreement (the “Expiration Date”). Subject to other terms and conditions set forth herein, the Option may be exercised in cumulative installments in accordance with the vesting schedule set forth in the Notice of Grant, provided that you remain in the employ of or a service provider to the Company or its Subsidiaries until the applicable dates set forth therein. (b) Subject to the relevant provisions and limitations contained herein, in the Notice of Grant, and in the Plan, you may exercise the Option with respect to all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Agreement. No less than 1,000 Vested Shares may be purchased at any one time unless the number purchased is the total number of Vested Shares at that time purchasable under the Option. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share. (c) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business. Exercise of the purchase rights represented by this Warrant may Option shall be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date made by delivery to the Company by you (or such other office or agency person entitled to exercise the Option as provided hereunder) of (i) an executed “Notice of Stock Option Exercise,” and (ii) payment of the aggregate purchase price for shares purchased pursuant to the exercise. (d) Payment of the Option Price may be made, subject to the approval of the Company as it may designate in the Company’s sole and absolute discretion, (i) in cash, by notice in writing certified or official bank check or by wire transfer of immediately available funds, (ii) by delivery to the registered Holder at the address of the Holder appearing on the books of the Company) Company of a duly executed copy number of the Notice shares of Exercise Form attached Stock having a Fair Market Value as Annex A hereto. Within three Trading Days following of the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments equal to the Company's stock transfer agent in connection with its exercise Option Price, (iii) by the delivery of this Warrant resulting from any failure a promissory note, or alleged failure of (iv) by net issue exercise, pursuant to which the Company will issue to pay you a number of shares of Stock as to which the transfer agentOption is exercised, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive less a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all number of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days shares with a Fair Market Value as of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount exercise equal to the applicable number Option Price. (e) If you are on leave of Warrant Shares purchased. absence for any reason, the Company may, in its sole discretion, determine that you will be considered to still be in the employ of or providing services for the Company, provided that rights to the Option will be limited to the extent to which those rights were earned or vested when the leave of absence began. (f) The Holder terms and provisions of the employment agreement, if any, between you and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of or any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto Subsidiary (the "Exercise Grid"“Employment Agreement”) with notations as that relate to or affect the number Option are incorporated herein by reference. Notwithstanding the foregoing provisions of Warrants so exercisedthis Section 2 or Section 3, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In in the event of any dispute conflict or discrepancy, inconsistency between the Exercise Grid shall be controlling terms and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions conditions of this Section 2(a), following 2 or Section 3 and the purchase of a portion terms and conditions of the Warrant Shares hereunderEmployment Agreement, the number terms and conditions of Warrant Shares available for purchase hereunder at any given time may the Employment Agreement shall be less than the amount stated on the face hereofcontrolling.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after August 18, 1998 and prior to 5:00 P.M., Eastern Standard Time on August 18, 2001, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) may issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion third anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise of the purchase rights represented by this Each Class A Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the Registered Holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or before after the Termination Exercise Date by delivery to the Company (Warrant Agent shall deposit in a non-interest bearing account at Chase Manhattan Bank or such other office or agency bank as the Warrant Agent may designate, the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the Company as it may designate by notice in writing to the registered Holder at the address exercise of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoWarrants. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant toPromptly thereafter, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation any event within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and five days after the date of such purchasesnotice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the Warrants represented herebyfunds received, the Company Warrant Agent shall deliver to promptly remit the Holder a warrant exercise grid in payment received for the form attached as Annex B hereto Warrant (the "Exercise GridWarrant Proceeds") with notations as to the number Company or as the Company may direct in writing. (b) If, subsequent to , 1999 in respect of Warrants __________ the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrants, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and such member was designated in writing by the holder of such Warrant as having solicited such Warrant, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised, shall, on behalf of the Company, pay to Patterson from the proceeds recei▇▇▇ ▇▇▇▇ exercise of the Warrant(s), a fee of 5% of the Purchase Price (of which 1% may be reallowed to the dealer who solicited the exercise, which may also be Patterson). Within five days ▇▇▇▇▇ ▇▇ercise, the Warrant Shares so issued Agent shall send Patterson a copy of the reve▇▇▇ ▇▇▇▇ of each Warrant exercised. Patterson shall reimburse the ▇▇▇▇▇▇▇ Agent, upon request, for its reasonable expenses relating to compliance with this Section. In addition, Patterson and the number Company may at ▇▇▇ time during business hours, examine the records of Warrants still outstanding hereunderthe Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a)paragraph may not be modified, following amended or deleted without the purchase prior written consent of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofPatterson.

Exercise. (a) Exercise The Option shall be exercisable in full three years after the Grant Date. On each anniversary of the Grant Date, the Holder may purchase rights represented by this Warrant a cumulative installment of one third of the Option Shares, so that from and after the third anniversary of the Grant Date the Holder may purchase all of the Option Shares. The Option may be made, exercised in whole or in part, at any time or times on or after the Initial Exercise Date and option of Holder, on or before the Termination Expiration Date (hereinafter defined) by delivery delivering to the Company written notice of Holder's exercise (or such other office or agency "Exercise Notice") stating the amount of Option Shares to be purchased thereby, accompanied by a check ("Check") made payable to the order of the Company for the aggregate sum due for the Option Shares then being purchased. As soon as it may designate by notice practicable thereafter, and in writing to the registered Holder at the address of the Holder appearing on the books any event within ten (10) business days of the Company) of a duly executed copy 's receipt of the Exercise Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidand a Check, the Company shall issue and deliver to Holder a certificate representing the Option Shares being purchased pursuant to such Exercise Notice. Each such certificate shall deliver bear the aggregate Exercise Price for the shares specified in the legend or legends required by applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of securities laws as well as such other legends the Company requires to pay the transfer agent, the be included on certificates for its Common Stock. Such certificate or certificates shall be deemed to have been issued and Holder may deduct or any other persons so designated to be named therein shall be deemed for all purposes to have become a holder of record of such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days shares as of the date the final Exercise Notice of Exercise is delivered to the Company. Partial exercises In the case of this Warrant resulting in purchases of a portion an exercise for less than all of the total number of Warrant Option Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal permitted to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares be purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder Holder shall reserve the right to exercise the Option at any given time may be less than and from time to time prior to the amount stated on Expiration Date for the face hereofremainder of the Option Shares.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion second anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A annexed hereto. Within three two Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebe required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two one Trading Days Day of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form attached as Annex A in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is permitted and is specified in the applicable Notice of Exercise. If ; provided, however, in the event that the Holder is required to make any payments to has not delivered such aggregate Exercise Price within three (3) Trading Days following the Company's stock transfer agent in connection with its date of such exercise of this Warrant resulting from any failure or alleged failure of as aforesaid, the Company shall not be obligated to pay the transfer agentdeliver such Warrant Shares hereunder until such payment is made. No ink-original Notice of Exercise shall be required, the Holder may deduct such sums it pays the transfer agent from the total nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading (2) Business Days of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the such Holder appearing on the books of the Company) of a duly executed copy ); and, within 3 Trading Days of the date said Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following is delivered to the date of exercise as aforesaidCompany, the Holder Company shall deliver have received payment of the aggregate Exercise Price for of the shares specified in the applicable Notice of Exercise thereby purchased by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two 3 Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days 1 Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) The exercise price of the Common Stock under this Warrant shall be as follows, subject to adjustment hereunder (the “Exercise Price”): (i) For the period 4:01p.m. eastern time (“ET”) through 9:59p.m. ET on the Plan Closing Date, $0.40 per share for all or any portion of this Warrant exercised for cash; (ii) For the period 4:01p.m. ET through 9:59p.m. ET on the Plan Closing Date, $0.45 per share for all or any portion of this Warrant exercised through a Cashless Exercise; (iii) For the period beginning 10:00p.m. ET on the Plan Closing Date through 9:59p.m. ET on the Final Plan Date, $0.45 for all or any part of this Warrant exercised by a Holder who exercised at least 10% of all of such Holder’s warrants and options for cash at the Plan Closing Date; (iv) For the period beginning 10:00p.m. ET on the Plan Closing Date, $1.00 per share for any Holder that did not exercise at least 10% of all of such Holder’s warrants and options for cash at an exercise price of $0.40 per share at the Plan Closing Date; and (v) For the period beginning 10:00p.m. ET on the Final Plan Date, $1.00 per share for all or any portion of this Warrant that has not been exercised on or before 9:59p.m. ET on the Final Plan Date.

Exercise. (ai) Exercise of the purchase rights represented by this A Managing Underwriters' Warrant Holder may be madeexercise a Managing Underwriters' Warrant, in whole or in part, at any time to purchase Underlying Shares or times on Underlying Warrants, or after both, in such amounts as may be elected upon surrender of such Managing Underwriters' Warrant Certificate with the Initial Exercise Date and on or before the Termination Date by delivery subscription form thereon duly executed, to the Company (at its corporate office at 10 I▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇gether with the full Underlying Share Purchase Price for each Underlying Share to be purchased and the full Underlying Warrant Purchase Price for each Underlying Warrant to be purchased, in lawful money of the United States, or such other office by certified check or agency bank draft payable in United States Dollars to the order of the Company as it may designate by notice in writing and upon compliance with and subject to the registered conditions set forth herein. (ii) Upon receipt of a Managing Underwriters' Warrant Certificate with the subscription form thereon duly executed and accompanied by payment of the Underlying Share Purchase Price for the number of Underlying Shares and/or the Underlying Warrant Purchase Price for the number of Underlying Warrants for which such Managing Underwriters' Warrant is then being exercised, the Company, subject to (iii) In case a Managing Underwriters' Warrant Holder shall exercise a Managing Underwriters' Warrant with respect to less than all of the Underlying Shares and/or Underlying Warrants that may be purchased pursuant to such Managing Underwriters' Warrant, the Company will execute a new Managing Underwriters' Warrant Certificate, as represented by a warrant certificate substantially in the form attached hereto as Exhibit A, exercisable for the balance of the Underlying Shares and/or Underlying Warrants that may be purchased upon exercise of such Managing Underwriters' Warrant and deliver such new Managing Underwriters' Warrant Certificate to the Managing Underwriters' Warrant Holder. Managing Underwriters' Warrant Certificates shall be executed on behalf of the Company by the Company's Chairman of the Board, President or any Vice President and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary. (iv) A Managing Underwriters' Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, and the person entitled to receive Underlying Shares and/or Underlying Warrants and any Managing Underwriters' Warrant Certificate representing the unexercised portion of such Managing Underwriters' Warrant deliverable upon such exercise shall be treated for all purposes as the holder of such Underlying Shares, Underlying Warrants and unexercised Managing Underwriters' Warrant upon such exercise as 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 this Managing Underwriters' Warrant 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 of a Managing Underwriters' Warrant or of any Underlying Security to a person other than the Managing Underwriters' Warrant Holder at the address time of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant tosurrender, and receive a replacement Warrant fromuntil the payment of such tax, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of issue such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofUnderlying Security.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Global Warrant and in accordance with the procedures of DTC, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery delivering to the Company Warrant Agent, (or such other office or agency i) not later than 5:00 P.M., Eastern Time, on any Business Day during the Exercise Period a notice of exercise of the Company as it may designate by notice Warrants to be exercised (A) in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form form attached as Annex A hereto. Within three to the Global Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”) , (ii) within one (1) Trading Day following the delivery of the Election to Purchase, Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (iii) within the earlier of (A) two (2) Trading Days and (B) the number of Trading Days comprising the Standard Settlement Period (as defined in the Global Warrant) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for each Warrant to be exercised (and, if applicable, any taxes or charges due in connection with the shares specified exercise of such Warrants), in lawful money of the applicable Notice United States of Exercise America by (A) certified or official bank check or wire transfer or cashier's check drawn on from a United States bankbank payable to the Warrant Agent or (B) payment to the Warrant Agent through the DTC system, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Companyapplicable. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and Notwithstanding anything herein to the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented herebycontrary, the Company Holder shall deliver not be required to physically surrender the Global Warrant to the Warrant Agent until the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion has purchased all of the Warrant Shares hereunderavailable hereunder and the Global Warrant has been exercised in full, in which case, the number Holder shall surrender the Global Warrant to the Company for cancellation within three (3) Trading Days of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated date on which the face hereoffinal Election to Purchase is delivered to the Company.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant may one or whole number multiples thereof can be made, in whole or in part, exercised commencing at any time or times on or after the Initial Warrant Exercise Date Date, but not after the Warrant Exercise Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by certified check made payable to the Warrant Agent for the account of the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price, together with any and all applicable taxes due in connection with the exercise thereof, has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or before after the Termination Date by delivery to Exercise Date, the Company (or such other office or agency Warrant Agent on behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrant, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by certified check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidPurchase Price, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agentbank account. In addition, the Holder may deduct if such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder Warrants shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has have been exercised in full, in which case, the Holder Warrant Agent shall surrender this deliver to such person a new countersigned Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of shares as to which such Warrant Shares purchased and shall not have been exercised. Notwithstanding the date of such purchases. Upon exercise of any of the Warrants represented herebyforegoing, the Company shall not be obligated to deliver any securities pursuant to the Holder exercise of a warrant exercise grid in Warrant unless a registration statement under the form attached as Annex B hereto (the "Exercise Grid") Securities Act with notations as respect to the number of such securities is effective. Warrants so may not be exercised, the Warrant Shares so or securities issued and the number of Warrants still outstanding hereunder. to, any Registered Holder in any state in which such exercise would be unlawful. (b) The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interests or fractional warrant interests upon the event exercise of any dispute Warrant or discrepancyWarrants, the Exercise Grid nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be controlling rounded up to the next full share or Warrant, as the case may be, and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be fraction less than the amount stated on the face hereofone-half shall be eliminated.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times after the Warrant is detached from the Unit and is separately traded, (the Initial Exercise Date), but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the Warrant Certificate. The Warrants shall be exercisable during such period on each business day that an applicable registration statement with respect to the Common Stock issuable upon exercise is effective. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Initial Exercise Date Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and on or before the Termination Date by delivery to shall notify the Company (or such other office or agency in writing of the Company as it may designate by notice in writing to the registered Holder at the address exercise of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoWarrants. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant toPromptly following, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation any event within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and five days after the date of such purchasesnotice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder); provided, however, that prior to the date of issuance of such certificates the Warrant Agent shall verify clearance of the checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the Warrants represented herebyfunds received, the Company Warrant Agent shall deliver to promptly remit the Holder a warrant exercise grid in payment received for the form attached as Annex B hereto Warrant (the "Exercise GridWarrant Proceeds") with notations as to the number of Warrants so exercised, Company or as the Warrant Shares so issued and the number of Warrants still outstanding hereunderCompany may direct in writing. The Company shall deliver may at any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In time during business hours, examine the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion records of the Warrant Shares hereunderAgent, including its ledger of original Warrant Certificates returned to the number Warrant Agent upon exercise of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofWarrants.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached annexed hereto sent by facsimile or as Annex A heretoa scanned e-mail attachment to the e-mail address provided by the Company to the Holder and no notarization, medallion stamp guarantee, guarantee or other requirement shall be required of the Holder to effect exercises of the Warrant hereunder. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Warrant and this Agreement, a Warrant countersigned by this the Warrant Agent may be made, in whole or in part, at any time or times on or after exercised by the Initial Exercise Date and on or before the Termination Date Registered Holder thereof by delivery to the Company in the form attached hereto (“Notice of Exercise”). The aggregate Exercise Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) Trading Days of the delivery of Notice of Exercise in connection with a exercise of any Warrant, unless cashless exercise is used. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or such other office type of guarantee or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Companynotarization) of a duly executed copy any Notice of Exercise form be required. Upon delivery of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the Registered Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of exercise as aforesaid, delivery of the Holder shall deliver Warrant Shares; provided payment of the aggregate Exercise Price for the shares specified (other than in the applicable Notice case of Exercise by wire transfer or cashier's check drawn on a United States bank, unless Cashless Exercise) is received within three Trading Days of delivery of the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromcontrary, the Company), the Registered Holder shall not be required to physically surrender this its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available hereunder under the respective Warrant and the such Warrant has been exercised in full, in which case, the Registered Holder shall surrender this the Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In For purposes herein, “Trading Day” means (i) a day on which the event of any dispute Company’s primary Trading Market (as defined below) is open for business, or discrepancy(ii) if the Common Stock is not then listed or quoted for trading on a Trading Market, the Exercise Grid shall be controlling and determinative in the absence of manifest errora Business Day. The Registered Holder and any assignee, by acceptance of this Warrant or any transfereethe Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after having received authorization from the Company, the Warrant Agent on or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrant, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidPurchase Price, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its bank account. (b) At any time upon the exercise of this any Warrants after one (1) year and one day from the date hereof, the Warrant resulting from any failure Agent shall, on a daily basis, within two business days after such exercise, notify the Underwriter, and its and their successors or alleged failure assigns, of the Company exercise of any such Warrants and shall, on a weekly basis (subject to pay collection of funds constituting the transfer agenttendered Purchase Price, but in no event later than five business days after the Holder may deduct last day of the calendar week in which such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein funds were tendered), remit to the contrary Underwriter (although so long as the Holder may surrender Underwriter solicited the exercise of such Warrant as indicated upon the Subscription Form attached to the Warrant to, and receive a replacement Warrant from, the CompanyCertificate tendered for exercise), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to seven percent (7%) of the applicable number Purchase Price of such Warrants being then exercised if written certification is received that (i) the Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and is exercised at least 12 months after the date of such purchases. Upon this Prospectus; (ii) the market price of the Common Stock on the date that the Warrant is exercised is greater than the exercise price of any the Warrants; (iii) the exercise of the Warrants represented herebywas solicited by a member of the National Association of Securities Dealers, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto Inc.; (the "Exercise Grid"iv) with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative is not held in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason a discretionary account; (v) disclosure of the provisions compensation arrangements is made at the time of this Section 2(a), following the purchase exercise of a portion the Warrant; (vi) the holder of the Warrant Shares hereunder, has stated in writing that the number of Warrant Shares available for purchase hereunder at any given time may be less than exercise was solicited and designated in writing the amount stated on the face hereof.soliciting broker-dealer; and

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant two or whole number multiples thereof may be made, in whole or in part, exercised at any time commencing with the Initial Warrant Exercise Date, and ending at the close of business on the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. Warrants shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrants, with the exercise form thereon duly executed by the Registered Holder thereof or times his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Initial Exercise Date and in any event within five business days after such date, the Warrant Agent on or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) At any time upon the exercise of any Warrants after one (1) year and one day from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representative, and its successors or assigns, of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Purchase Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the Representative (so long as the Representative solicited the exercise of such Warrants as indicated upon the Subscription Form attached to the Warrant Certificate tendered for exercise), an amount equal to five percent (5%) of a duly executed copy the Purchase Price of such Warrants being then exercised unless (1) the Representative shall have notified the Warrant Agent that the payment of such amount with respect to such Warrants is violative of the Notice General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable state securities of "blue sky" laws, or (2) the Warrants are those underlying the Representative's Warrants, or (3) the market price of the Common Stock on the subject Exercise Form attached as Annex A hereto. Within three Trading Days following Date is lower than the date Purchase Price, or (4) the Warrants are held in a discretionary account, or (5) the Warrants are exercised in an unsolicited transaction, in any of exercise as aforesaid, which events the Holder Warrant Agent shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments pay such amount to the Company's stock transfer agent in connection with its exercise of this ; provided that the Warrant resulting from any failure or alleged failure of the Company Agent shall not be obligated to pay the transfer agent, the Holder may deduct any amounts pursuant to this Section 4(b) during any week that such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender amounts payable are less than $1,000 and the Warrant toAgent's obligation to make such payments shall be suspended until the amount payable aggregate $1,000, and receive a replacement Warrant fromprovided further, the Company)that, the Holder in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. (c) The Company shall not be required to physically surrender this Warrant issue fractional shares upon the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company until of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the Holder has purchased all of same time by the Warrant Shares available hereunder and the Warrant has been exercised in fullsame Registered Holder, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and whole shares which shall be issuable upon such exercise thereof shall be computed on the date basis of such purchasesthe aggregate number of shares purchasable on exercise of the Warrants so presented. Upon If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any of the Warrants represented herebyWarrant (or specified portion thereof), the Company shall deliver pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX") or is traded on The Nasdaq National Market (" Nasdaq/NM"), the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the Holder date of exercise of the Warrants on whichever of such exchanges or Nasdaq/NM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on either the NYSE or the AMEX and is not traded on Nasdaq/NM, but is quoted or reported on Nasdaq, the current market value of a warrant share of Common Stock shall be the average of the last reported closing bid and asked prices (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise grid of the Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock is not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX, and is not traded on Nasdaq/NM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, but is traded in the form attached as Annex B hereto (over-the-counter market, the "Exercise Grid") with notations as current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the number date of Warrants so exercisedexercise of the Warrants; or (5) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the Warrant Shares so issued and the number current market value of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice a share of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Common Stock shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereean amount, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be not less than the amount stated on book value thereof as of the face hereofend of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally accepted accounting principles, consistently applied.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 4 and 8 hereof and in the applicable Warrant Certificate). A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company, of an amount in lawful money of the United States of America equal to the Applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within three business days after such date, if any Warrants have been exercised, the Warrant Agent on or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock and Class A Warrants Certificates, if applicable, deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidApplicable Purchase Price, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its bank account. (b) At any time upon the exercise of this any Warrants after the date hereof, the Warrant resulting from any failure Agent shall, on a daily basis, within two business days after such exercise, notify the Representatives or alleged failure their successors or assigns of the Company to pay the transfer agent, the Holder may deduct exercise of any such sums it pays the transfer agent Warrants and shall commencing one (1) year from the total Exercise Price due. Notwithstanding anything herein date hereof, on a weekly basis (subject to collection of funds constituting the tendered Applicable Purchase Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in Representatives an amount equal to 10% of the Exercise Price for each Warrant being then exercised which was solicited by the Representatives or one of the underwriters participating in this offering, unless the Representatives shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable number of state securities or "blue sky" laws, or the Warrants are those underlying the Representative's Warrants, in which event, the Warrant Shares purchased. The Holder Agent shall have to pay such amount to the Company; provided, that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 3(b) during any week that such amounts payable are less than $ 1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates $ 1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. (c) The Company shall maintain records showing not be obligated to issue any fractional share interests or fractional warrant interests upon the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of the Warrants represented hereby, the Company fractional interests. Any fraction equal to or greater than one-half shall deliver be rounded up to the Holder a warrant exercise grid in next full share or Warrant, as the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercisedcase may be, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid fraction less than one-half shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofeliminated.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after August 21, 1998 and prior to 5:00 P.M., Eastern Standard Time on December 31, 1998, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) may issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion third anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise of SARs shall be exercised by the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (of written or such other office or agency notice of the Company as it may designate by notice in writing exercise acceptable to the registered Holder at Company, setting forth the address number of shares of Stock with respect to which the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoSAR is to be exercised. Within three Trading Days following the The date of exercise as aforesaid, of the Holder SAR shall deliver be the aggregate Exercise Price date on which the Company shall have received notice from the Grantee of the exercise of such SAR. SARs granted in tandem with the grant of an Option may be exercised for all or part of the shares specified of Stock subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. SARs granted in tandem with the grant of an Option may be exercised only with respect to the shares of Stock for which its related Option is then exercisable. With respect to SARs granted in tandem with an Incentive Stock Option, (a) such SAR will expire no later than the expiration of the underlying Incentive Stock Option, (b) the value of the payout with respect to such SAR may be for no more than 100% of the difference between the Option Price of the underlying Incentive Stock Option and the Fair Market Value of the shares of Stock subject to the underlying Incentive Stock Option at the time such SAR is exercised, and (c) such SAR may be exercised only when the Fair Market Value of the shares of Stock subject to the underlying Incentive Stock Option exceeds the Option Price of the Incentive Stock Option. SARs granted independently from the grant of an Option may be exercised upon the terms and conditions contained in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such noticeAward Agreement. In the event the SAR shall be payable in shares of any dispute Stock, a certificate for the shares of Stock acquired upon exercise of an SAR shall be issued in the name of the Grantee, or discrepancythe Company shall transfer the shares of Stock electronically from its transfer agent to the Grantee, as soon as practicable following receipt of notice of exercise. No fractional shares of Stock will be issuable upon exercise of the SAR and, unless provided in the applicable Award Agreement or otherwise determined by the Board, the Exercise Grid shall be controlling and determinative Grantee will receive cash in the absence lieu of manifest error. The Holder by acceptance fractional shares of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofStock.

Exercise. (a) Exercise of the purchase rights represented by this Each Class D Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Class D Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Class D Warrant as of the close of business on the Exercise Date. As soon as practicable on or before after the Termination Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Class D Warrant and shall notify the Company in writing of the exercise of the Class D Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by delivery the Transfer Agent, to the Company person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Class D Warrants of the Registered Holder). In the case of payment made in the form of a check drawn on an account of Paramount or such other office or agency of investment banks and brokerage houses as the Company as it may designate by notice shall approve in writing to the registered Holder at Warrant Agent, certificates shall immediately be issued without prior notice to the address Company nor any delay. Upon the exercise of any Class D Warrant and clearance of the Holder appearing funds received, the Warrant Agent shall promptly remit the payment received for the Class D Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to the provisions of Subsections 4(b) and 4(c). (b) On the Exercise Date in respect of the exercise of any Class D Warrant, the Warrant Agent shall, simultaneously with the distribution of the Warrant Proceeds to the Company, on the books behalf of the Company, pay from the Warrant Proceeds, a fee of 5% (the "Paramount Fee") of the Purchase Price to Paramount for Class D Warrant exercises solicited by Paramount or its representatives (of which a duly executed portion may be reallowed by Paramount to the dealer who solicited the exercise, which may also be Paramount). In the event the Paramount Fee is not received within seven days of the date on which the Company receives Warrant Proceeds, then the Paramount Fee shall begin accruing interest at an annual rate 300 basis points above prime payable by the Company to Paramount at the time Paramount receives the Paramount Fee. Within five days after exercise the Warrant Agent shall send Paramount a copy of the Notice reverse side of Exercise Form attached each Class D Warrant exercised. In addition, Paramount and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Class D Warrants. Paramount is intended by the parties hereto to be, and is, a third-party beneficiary of this Agreement. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of Paramount. In addition to the foregoing, any costs incurred by Paramount shall be promptly reimbursed by the Company. (c) In order to enforce the provisions of Subsection 4(b) above, in the event there is any dispute or question as Annex A hereto. Within three Trading Days following to the date amount or payment of exercise as aforesaidthe Paramount Fee, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below Warrant Agent is specified in the applicable Notice of Exercise. If the Holder is required hereby expressly authorized to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant withhold payment to the Company until the Holder has purchased all of the Warrant Shares available hereunder Proceeds unless and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to until the Company establishes an escrow account for cancellation within two Trading Days the purpose of depositing the entire amount of the date unpaid Paramount Fee claimed by Paramount, which amount will be deducted from the final Notice of Exercise is delivered net Warrant Proceeds to be paid to the Company. Partial exercises of this Warrant resulting The funds placed in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal escrow account may not be released to the applicable number of Warrant Shares purchasedCompany without a written agreement from Paramount that the required Paramount Fee has been received by Paramount. The Holder and the Company Paramount shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, promptly notify the Warrant Shares so issued Agent by facsimile and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In certified mail in the event of any such dispute or discrepancy, when the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofParamount Fee has been paid.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. Warrants may only be exercised for purchase of whole shares of Common Stock. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Registered Holders thereof, either in full or from time to time in part. Warrants may be exercised upon surrender to the Company at the principal office of the Warrant Agent, of the certificate or certificates evidencing the Warrants to be exercised (except as otherwise provided herein), together with the form of election to purchase on the reverse thereof duly filled in and signed and upon payment to the Warrant Agent for the account of the Company of the purchase price for the number of shares of Common Stock issuable on exercise of the Warrants then being exercised. Payment of the aggregate purchase price shall be made in cash or by certified or official bank check. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or before after the Termination Date by delivery to Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company (or such other office or agency in writing of the Company as it may designate by notice in writing to the registered Holder at the address exercise of the Holder appearing Warrants. Promptly following, and in any event within five (5) business days after the date of such notice from the Warrant Agent, the Warrant Agent, on the books behalf of the Company) of , shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a duly executed copy certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise as aforesaidof any Warrant and clearance of the funds received, the Holder Warrant Agent shall deliver promptly remit the aggregate Exercise Price payment received for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to or as the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting may direct in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofwriting.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise Form attached as Annex A annexed hereto. The Company shall as soon as practicable thereafter notify the Warrant Agent of the exercise by delivery to the Warrant Agent of the Notice of Exercise. Within three one (1) Trading Days Day following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueForm be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading one (1) Business Days of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached annexed hereto sent by facsimile or as Annex A heretoa scanned e-mail attachment to the e-mail address provided by the Company to the Holder. No notarization, medallion stamp guarantee, guarantee or other requirement shall be required of the Holder to effect exercises of the Warrant hereunder. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after July 1, 1998 and prior to 5:00 P.M., Eastern Standard Time on June 30, 2001, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below 2 is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) may issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion third anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form attached as Annex A annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable . No ink-original Notice of Exercise. If the Holder is required to make Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Warrant Exercise Date, but not after the 7 Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provision set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than two or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if two or more Warrants have been exercised, the Warrant Agent on or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any two or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidPurchase Price, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its bank account. 8 (b) At any time upon the exercise of this any two or more Warrants after the date hereof, the Warrant resulting from any failure Agent shall, on a daily basis, within two business days after such exercise, notify the Representatives, their successors or alleged failure assigns of the Company exercise of any such Warrants and shall, on a weekly basis (subject to pay collection of funds constituting the transfer agenttendered Purchase Price, but in no event later than five business days after the Holder may deduct last day of the calendar week in which such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein funds were tendered), remit to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in Representatives an amount equal to $.40 for each Warrant being then exercised unless the Representatives shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended, (the 'Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable number of state securities or "blue sky" laws, or the Warrants are those underlying the Representatives' Warrants in which event, the Warrant Shares purchased. The Holder Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. (c) The Company shall maintain records showing not be obligated to issue any fractional share interests or fractional warrant interests upon the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of the Warrants represented hereby, the Company fractional interests. Any fraction equal to or greater than one-half shall deliver be rounded up to the Holder a warrant exercise grid in next full share or Warrant, as the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercisedcase may be, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid fraction less than one-half shall be controlling and determinative in the absence of manifest erroreliminated. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.9

Exercise. (a) Exercise of the purchase rights represented by this Warrant Warrants may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Exercise Date Effective Date, but not after the Expiration Date, upon the terms and on or before the Termination Date by delivery subject to the Company (or such other office or agency of conditions set forth herein and in the Company as it may designate by notice in writing applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the registered Holder at the address close of the Holder appearing business on the books Exercise Date, provided that the Warrant Certificate representing such Warrant, with the Exercise Form thereon duly executed by the Registered Holder thereof with such Registered Holder’s signature guaranteed, together with payment in cash or by bank or cashier’s check made payable to the order of the Company) , of a duly executed copy an amount in lawful money, of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount America equal to the applicable number of Exercise Price, has been received in good funds by the Warrant Shares purchasedAgent or the Company. The Holder and If received by the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented herebyCompany, the Company shall deliver the original Warrant Certificate and Exercise Form to the Holder Warrant Agent as soon as practicable. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a warrant certificate or certificates for the Common Shares deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise grid of Warrants, the Warrant Agent shall promptly notify the Company in the form attached as Annex B hereto (the "Exercise Grid") with notations as to writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the Company’s bank account. (b) If any Warrants are exercised which exercise was solicited by a broker-dealer with whom the Company agreed in writing to pay a solicitation fee for exercise of the Warrant (a “Broker-Dealer”), then the soliciting Broker-Dealer shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised, a fee of not less than six percent (6%) and not greater than ten percent (10%), the exact percentage to be determined by a separate agreement between the Company and the Broker-Dealer, of the aggregate price of the Warrants so exercised (the “Exercise Fee”); provided, that, at the time of exercise, (i) the market price of the Company’s Common Shares is equal to or greater than the Exercise Price, (ii) the Broker-Dealer is a member of Financial Industry Regulation Authority, Inc. (iii) the Warrant Shares so issued is not held in a discretionary account, unless prior specific written approval for exercise has been received by the Broker-Dealer from its customer, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the number solicitation of the Warrant is not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. Within five (5) days after the end of each month, the Warrant Agent will notify the Company of each Warrant Certificate which has been properly completed for exercise by holders of Warrants still outstanding hereunderduring the last month. The Warrant Agent will provide the Company with such information, in connection with the exercise of each Warrant, as the Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such noticereasonably request. In the event that an Exercise Fee is paid to a Broker-Dealer with respect to a Warrant which was not properly completed for exercise or in respect of which such Broker-Dealer is not entitled to an Exercise Fee, such Broker-Dealer will return such Exercise Fee to the Company. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any dispute Warrant or discrepancyWarrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fractional interest shall be rounded up to the nearest whole figure. (d) Anything in this Section 4 notwithstanding, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission, and there shall be then effective, a registration statement under the 1933 Act covering the offer and sale of the Common Shares issuable upon exercise of such Warrant and such offer and sale of the Common Shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Warrant. (e) In addition, if it is required by law and upon instruction by the Company, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Warrant Agent will deliver to each Registered Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of a prospectus that complies with the provisions of this Section 2(a), following the purchase of a portion 5 of the 1933 Act and the Company agrees to supply the Warrant Shares hereunder, the Agent with a sufficient number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofprospectuses to effectuate that purpose.

Exercise. (a) Exercise To exercise any portion of the Option, Holder must remain in the continuous employ of the Company, or a subsidiary of the Company for at least one year from the date of this Agreement. After each year of such employment after the date of this Agreement, the Holder may purchase rights represented by this Warrant a cumulative installment of one half of the Option Shares, so that after two years 2 of such employment Holder may purchase all of the Option Shares. The Option may be made, exercised in whole or in part, at any time or times on or after the Initial Exercise Date and option of Holder, on or before the Termination Expiration Date (hereinafter defined) by delivery delivering to the Company written notice of Holder's exercise (or such other office or agency "Exercise Notice") stating the amount of Option Shares to be purchased thereby, accompanied by either (i) a check ("Check") made payable to the order of the Company as it may designate by for the aggregate sum due for the Option Shares then being purchased, or (ii) notice in writing to the registered Company that Holder at elects to borrow the address of the Holder appearing on the books funds for such purchase in accordance with Paragraph 5 below ("Loan Notice"). As soon as practicable thereafter, and in any event within ten (10) business days of the Company) of a duly executed copy 's receipt of the Exercise Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidand either a Check or a Loan Notice, the Company shall issue and deliver to Holder a certificate representing the Option Shares being purchased pursuant to such Exercise Notice. Each such certificate shall deliver bear the aggregate Exercise Price for the shares specified in the legend or legends required by applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of securities laws as well as such other legends the Company requires to pay the transfer agent, the be included on certificates for its Common Stock. Such certificate or certificates shall be deemed to have been issued and Holder may deduct or any other persons so designated to be named therein shall be deemed for all purposes to have become a holder of record of such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days shares as of the date the final Exercise Notice of Exercise is delivered to the Company. Partial exercises In the case of this Warrant resulting in purchases of a portion an exercise for less than all of the total number of Warrant Option Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal permitted to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares be purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder Holder shall reserve the right to exercise its Option at any given time may be less than and from time to time prior to the amount stated on Expiration Date for the face hereofremainder of the Option Shares.

Exercise. (a) Exercise of Exercising Rights Holders may acquire Depositary Units and Preferred Units pursuant to Basic Subscription Rights and the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date Over-Subscription Privilege by delivery to the Company (or such other office or agency of the Company Agent as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice Prospectus of Exercise (i) the Subscription Certificate with respect thereto, duly executed by wire transfer such Unitholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the purchase price of $ __________ for each four Depositary Units and one Preferred Unit subscribed for by exercise of Basic Subscription Rights and the Over-Subscription Privilege, in U.S. dollars by money order or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified bank in the applicable Notice of Exercise. If the Holder is required to make any payments United States, in each case payable to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure order of the Company to pay Agent for the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all account of the Warrant Shares available hereunder and the Warrant has been Partnership. (b) Rights may be exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and at any time after the date of such purchasesissuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. New York time on the Expiration Date. Upon For the purpose of determining the time of the exercise of any Rights, (c) Notwithstanding the provisions of Section 4(a) and 4(b) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 p.m. New York time on the Expiration Date, if prior to such time the Agent receives a Notice of Guaranteed Delivery from a bank, a trust company or a New York Stock Exchange member guaranteeing delivery of (i) payment of the Warrants represented hereby, full Subscription Price for the Company shall deliver Depositary Units and Preferred Units subscribed for pursuant to the Holder exercise of Basic Subscription Rights and any additional Preferred Units and Depositary Units subscribed for pursuant to the Over-Subscription Privilege and (ii) a warrant properly completed and executed Subscription Certificate, then such exercise grid in of Basic Subscription Rights and the form attached Over-Subscription Privilege shall be regarded as Annex B hereto timely, subject, however, to receipt of the duly executed Subscription Certificate and full payment for the Depositary Units and Preferred Units by the Agent within five business days after the Expiration Date (the "Exercise GridProtect Period"). (d) with notations as Within seven business days following the end of the Protect Period, the Agent shall send to each Exercising Rights Holder (or, if Depositary Units on the Record Date are held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee) the certificates representing the Depositary Units and Preferred Units acquired pursuant to the number of Warrants so exercisedBasic Subscription Rights, and, if applicable, the Warrant Shares so issued Over-Subscription Privilege. Any excess payment to be refunded by the Partnership to an Exercising Rights Holder who is not allocated the full amount of Depositary Units and Preferred Units subscribed for pursuant to the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancyOver-Subscription Privilege, the Exercise Grid shall be controlling and determinative in mailed by the absence of manifest error. The Holder by acceptance of this Warrant Agent to him or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), her within seven business days following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofProtect Period.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after November 30, 1999 and prior to 5:00 P.M., Eastern Standard Time on November 30, 2001, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion second anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after ________ __, 1999 and prior to 5:00 P.M., Eastern Standard Time on _________ __, 2004, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion fourth anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be made, exercised by the Holder in whole full or in part, part at any time or times on or after from time to time during the Initial Exercise Date and on or before exercise period specified in the Termination first paragraph hereof until the Expiration Date by delivery (x) surrendering this Warrant to the Company, (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 of Common Stock designated by the Holder in the subscription form by (b) the Purchase Price then in effect. On any partial exercise the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the 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 other office Warrant or agency of Warrants may still be exercised. The subscription form may be surrendered by telephone line facsimile transmission to such telephone number for the Company as it may designate by notice shall have been specified in writing to the registered Holder at by the address Company; provided, however, that if the subscription form is given to the Company by telephone line facsimile transmission the Holder shall send an original of such subscription form to the Company within ten Business Days after such subscription form is so given to the Company; provided further, however, that any failure or delay on the part of the Holder appearing on in giving such original of any subscription form shall not affect the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following validity or the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares on which such subscription form is so given by telephone line facsimile transmission. Unless otherwise specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bankparticular subscription form, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its each exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein shall be allocated to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises remaining shares issuable upon exercise of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall that have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofearliest Expiration Date.

Exercise. (a) Exercise of Subject to the purchase rights represented terms hereof, the Warrants, evidenced by this Warrant Certificate, may be made, exercised at the Exercise Price in whole or in part, part and at any time or times during the period (the "Exercise Period") commencing on or after the Initial date hereof and terminating at the close of business on June 30, 2004 (the "Expiration Date"). The Exercise Date and Period may be extended by the Company's Board of Directors in its sole discretion. A Warrant shall be deemed to have been exercised immediately prior to the close of business on or before the Termination Date by delivery date (the "Exercise Date") of the surrender to the Company (or such other office or agency at its principal offices of this Warrant Certificate with the Company as it may designate exercise form attached hereto executed by notice in writing to the registered Registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise and accompanied by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments payment to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable aggregate Exercise Price, in lawful money of the United States of America. The person entitled to receive the Shares issuable upon exercise of a Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of Warrant full Shares purchasedwhich shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and contrary. The Warrants shall not entitle the date of such purchases. Upon exercise of Registered Holder thereof to any of the rights of shareholders or to any dividend declared on the Shares unless the Registered Holder shall have exercised the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, and thereby purchased the Warrant Shares so issued and prior to the number record date for the determination of Warrants still outstanding hereunder. The Company shall deliver any objection holders of Shares entitled to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute dividend or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofother right.

Exercise. (a) Exercise of Subject to the purchase rights represented terms hereof, the Warrants evidenced by this Warrant Certificate may be made, exercised at the Exercise Price in whole or in part, part at any time or times during the period (the "Exercise Period") commencing on or after June 18, 1997 and terminating at 5:00 p.m., Central standard time, on April 30, 2002 (the Initial "Expiration Date"). The Exercise Date and Period may be extended by the Company's Board of Directors. A Warrant shall be deemed to have been exercised immediately prior to the close of business on or before the Termination Date by delivery date (the "Exercise Date") of the surrender to the Company (or such other office or agency at its principal offices of this Warrant Certificate with the Company as it may designate exercise form attached hereto completed and executed by notice in writing the Registered Holder and accompanied by payment to the registered Holder at the address Company, in cash or by check (which shall be accepted subject to collection), of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver an amount equal to the aggregate Exercise Price for the shares specified Warrants being exercised, in lawful money of Canada. The person entitled to receive the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its Shares issuable upon exercise of this a Warrant resulting from any failure or alleged failure Warrants ("Warrant Shares") shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required obligated to physically surrender this issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Promptly, and in any event within ten business days after the Exercise Date, the Company until the Holder has purchased all of the Warrant Shares available hereunder shall cause to be issued and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of person or persons entitled to receive the same, a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing certificate or certificates for the number of Warrant Shares purchased deliverable on such exercise. The Company may deem and treat the date of such purchases. Upon exercise of any Registered Holder of the Warrants represented herebyat any time as the absolute owner thereof for all purposes, and the Company shall deliver not be affected by any notice to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereundercontrary. The Company Warrants shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In not entitle the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.Registered

Exercise. (a) Exercise Charitable Benefit Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, exercised only by an Approved Qualified Charitable Organization (as set forth on the listing of such organizations described in whole or in part, Section 9 hereof) which is the Registered Holder thereof commencing at any time or times in part from time to time, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Charitable Benefit Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the close of business on the Exercise Date. If Charitable Benefit Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Approved Qualified Charitable Organization Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Initial Exercise Date and on in any event within five business days after such date, if one or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has more Charitable Benefit Warrants have been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same, a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Charitable Benefit Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of Warrants still outstanding hereunder. securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments or other amounts in cash or by check made payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the Company's bank account. (b) The Company shall deliver any objection to any Notice not issue fractional shares on the exercise of Exercise Form within two Trading Days of delivery of such noticeCharitable Benefit Warrants. In the event of any dispute If one or discrepancy, the Exercise Grid more Charitable Benefit Warrants shall be controlling and determinative presented for exercise in full at the absence of manifest error. The Holder same time by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereundersame Approved Qualified Charitable Organization Registered Holder, the number of Warrant Shares available for purchase hereunder at any given time may whole shares which shall be less than the amount stated issuable upon such exercise thereof shall be computed on the face hereofbasis of the aggregate number of shares purchasable on exercise of the Charitable Benefit Warrants so presented and any fraction of a share shall be rounded up to the next whole share.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same, a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company and the Representative in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) If at the time of exercise of any Warrant commencing one year after the date of issuance (i) the market price of the Company's Common Stock is equal to or greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant is solicited by the Representative or another broker-dealer who is at such time is a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the exercise of the Warrant is not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), then the Representative shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised a fee (the "Exercise Fee") of a duly executed copy ten percent (10%) of the Notice aggregate Purchase Price of Exercise Form attached as Annex A hereto. Within three Trading Days the Warrants so exercised commencing in the second year following the date of exercise as aforesaidissuance. Anything to the contrary in the foregoing notwithstanding, no Exercise Fee with respect to any Warrants exercised shall be payable to the Representative if the payment of the Exercise Fee with respect to such Warrants would be in violation of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the NASD or applicable state securities or "blue sky" laws, or the Warrants are Common Stock Warrants underlying the Representative's Warrants. The procedures for payment of the warrant solicitation fee are set forth in Section 5(c) below. (1) Within ten (10) days after the last day of each month commencing with _______________ , 1997, the Holder Warrant Agent will notify the Representative of each Warrant Certificate which has been properly completed for exercise by holders of Warrants during the last month. The Company and Warrant Agent shall deliver determine, in their sole and absolute discretion, whether a Warrant Certificate has been properly completed. The Warrant Agent will provide the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent Representative with such information in connection with its the exercise of this each Warrant resulting as the Representative shall reasonably request. (2) The Company hereby authorizes and instructs the Warrant Agent to deliver to the Representative the Exercise Fee promptly after receipt by the Warrant Agent from any failure or alleged failure the Company of a check payable to the order of the Representative in the amount of the Exercise Fee. In the event that an Exercise Fee is paid to the Representative with respect to a Warrant which the Company or the Warrant Agent determines is not properly completed for exercise or in respect of which the Representative is not entitled to pay the transfer agentan Exercise Fee, the Holder may deduct Representative will be instructed by the Warrant Agent to return such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein Fee to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder Agent which shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered forthwith return such fee to the Company. Partial exercises of this Warrant resulting in purchases of a portion of While the total number of Warrant Shares available hereunder shall have Warrants are outstanding, the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder Representative and the Company shall maintain may at any time during business hours, examine the records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunderAgent, including its ledger of original Warrant certificates returned to the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.Agent upon exercise of

Exercise. The Company agrees to register, at its sole expense, the shares of Common Stock underlying the Warrants at the same time it registers any of its securities under the Securities Act of 1933, as amended (a) Exercise the "Registration Statement"). Subject to the provisions of Section 8, the purchase rights represented by this Warrant Warrants may be made, exercised at a price of $4.00 per share of Common Stock (the "Exercise Price") in whole or in part, part at any time or times during the period commencing on or after the effective date of the Registration Statement (the "Initial Exercise Date Date") and terminating on or before a date (the Termination Date by delivery "Expiration Date") four years after such Initial Exercise Date. A Warrant shall be deemed to have been exercised immediately prior to the Company close of business on the date (or such other office or agency the "Exercise Date") of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of surrender for exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder Certificate. The exercise form shall be executed by the Registered Holder or his attorney duly authorized in writing and will be delivered together with payment to the Warrant has been exercised in fullAgent at its corporate offices (the "Corporate Office"), in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchasesWarrant Shares as of the close of business on the Exercise Date. Upon in addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares, set forth in Section 4, have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price payment to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever, if more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the Warrants represented herebyaggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and, in any event, prior to the pertinent Expiration Date, pursuant to a Stock Transfer Agreement between the Company and Warrant Agent, the Company Warrant Agent shall deliver cause to be issued and delivered to the Holder person or persons entitled to receive the same, a warrant certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise grid of any Warrant. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the form attached as Annex B hereto (escrow account will be disbursed on a weekly basis to the "Exercise Grid"Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) with notations as representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of exercised Warrant Share certificates to the shareholder, will be billed monthly to the Company. A detailed accounting statement relating to the number of Warrants so exercised, the Warrant Shares so issued exercised and the number net amount of Warrants still outstanding hereunderexercised funds rernitted will be given to the Company with the payment of each exercise amount. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall deliver not be affected by any objection notice to the contrary. The Warrants shall not entitle the holder thereof to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions rights of this Section 2(a), following shareholders or to any dividend declared on the purchase Common Stock unless the holder shall have exercised the Warrants and purchased the shares of a portion Common Stock prior to the record date fixed by the Board of Directors of the Warrant Shares hereunder, Company for the number determinations of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofholders of Common Stock entitled to such dividend or other right.

Exercise. If Tenant desires to exercise an Extension Option, it shall send notice thereof (aan “Extension Notice”) Exercise to Landlord no more than three hundred (300) nor less than two hundred seventy (270) calendar days prior to the expiration of the purchase rights represented by Term or Extension Renewal Term of the Lease then in effect. Landlord and Tenant shall endeavor in good faith to determine the Prevailing Rental Rate within thirty (30) calendar days after Landlord’s receipt of Tenant’s Extension Notice. If they cannot agree within thirty (30) calendar days, each shall appoint an appraiser who shall arrive at an estimate of the Prevailing Rental Rate within thirty (30) calendar days. If such estimates are within five percent (5%) of each other, the average of the two shall be the new Base Rent for the Extension Renewal Term. If the estimates are more than five percent (5%) apart, each appraiser shall select a third appraiser within five (5) calendar days or, if they fail to do so, Landlord shall select a third appraiser. The third appraiser shall prepare an estimate of the Prevailing Rental Rate as provided above within thirty (30) calendar days and the two closest of the three estimates shall be averaged to determine the new Base Rent for the new Extension Renewal Term. No later than one hundred fifty (150) calendar days prior to the expiration of the Term then in effect, Landlord and Tenant shall execute an amendment to the Lease (an “Extension Amendment”) stating the new Base Rent and expiration date of the Lease Term. If such an Extension Amendment is not fully executed for any reason as provided above, the Term shall not be extended and all Extension Option(s) hereunder shall terminate. Notwithstanding the foregoing, Tenant shall not be entitled to extend this Warrant may be made, Lease if an uncured Event of Default has occurred under any term or provision contained in whole the Lease or in part, at any a condition exists which with the passage of time or times on the giving of notice, or after the Initial Exercise Date and on or before the Termination Date by delivery both, would constitute an Event of Default pursuant to the Company (or such other office or agency Lease as of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder of this Extension Option. The rights contained in this Addendum shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments be personal to the Company's stock transfer agent originally named Tenant and may be exercised only by the originally named Tenant and any Related Entity (and not any other assignee, sublessee or other Transferee of Tenant’s interest in connection with its exercise of this Warrant resulting from any failure Lease) and only if the originally named Tenant or alleged failure of Related Entity occupies the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days entire Premises as of the date it exercises the final Notice Extension Option in accordance with the terms of Exercise this Addendum. If Tenant properly exercises the Extension Option and is delivered not in default under this Lease at the end of the initial Term of the Lease, the Term, as it applies to the Company. Partial exercises of this Warrant resulting in purchases of a portion of entire Premises then leased by Tenant, shall be extended for the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder Extension Renewal Term and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Base Year shall be controlling and determinative included among the factors considered in determining the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofPrevailing Rental Rate.

Exercise. (a) Exercise The exercise of the purchase rights represented Option is conditioned upon the acceptance by Optionee of the terms hereof as evidenced by his execution of this Warrant agreement in the space provided therefor at the end hereof and the return of an executed copy to the Secretary of the Company no later than May 22, 1998. If Optionee's employment with the Company and all subsidiaries is terminated for any reason, other than for death or disability, the Option shall expire on the earlier of 90 days after such termination of employment or the date the Option expires in accordance with its terms. If Optionee's employment with the Company and all subsidiaries is terminated due to his disability or death, the Option shall expire on the earlier of the first anniversary of such termination of employment or the date the Option expires in accordance with its terms. During such periods, the Option may be madeexercised by Optionee with respect to the same number of shares of Common Stock, in the same manner, and to the same extent as if Optionee had continued employment during such period and the option shall be cancelled with respect to all remaining shares of Common Stock; provided that in the event Optionee shall die at a time when the Option, or any portion thereof is exercisable by him, the Option shall be exercisable in whole or in part, at any time part during the applicable period set forth therein by a legatee or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency legatees of the Company as it may designate Option under Optionee's will, or by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidhis executors, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer personal representatives or cashier's check drawn on a United States bankdistributee, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as respect to the number of Warrants so exercised, shares of Common Stock which Optionee could have purchased hereunder on the Warrant Shares so issued date of his death and the number Option shall be cancelled with respect to all remaining shares of Warrants still outstanding hereunderCommon Stock. The Company Written notice of an election to exercise any portion of the Option, specifying the portion thereof being exercised and the exercise date, shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In be given by Optionee, or his personal representative in the event of any dispute Optionee's death, (i) by delivering such notice at the principal executive offices of the Company no later than the exercise date, or discrepancy(ii) by mailing such notice, postage prepaid, addressed to the Exercise Grid Secretary of the Company at the principal executive offices of the Company at least three business days prior to the exercise date. As soon as reasonably possible following Stock exercise and payment by optionee of the purchase price, a certificate representing shares of Common Stock purchased, registered in the name of the Optionee, shall be controlling and determinative in delivered to the absence of manifest errorOptionee. The Holder by acceptance granting of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of Option shall impose no obligation upon Optionee to exercise this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofOption.

Exercise. Televisa shall have the right (athe “Post-IPO Purchase Right”) Exercise to elect to purchase all (or a portion) of the Televisa Purchase Right Shares at the Per Share Televisa Purchase Price by furnishing a written commitment notice to the Prospective Selling Stockholder(s) no later than forty-eight (48) hours after Televisa’s receipt of the applicable Post-IPO Sale Notice, specifying the number of Televisa Purchase Right Shares for which Televisa is exercising its Post-IPO Purchase Right and is committing to buy (the “Televisa Commitment Notice”). If Televisa does not furnish a notice that complies with the above requirements, including within the 48 hour time period, Televisa will be deemed to have waived its rights to purchase rights represented the Televisa Purchase Right Shares that were the subject of the applicable Post-IPO Sale Notice under this Section 4.5, and the Prospective Selling Stockholder(s) shall be free to Transfer all or any portion of Televisa Purchase Right Shares provided such Post-IPO Sale occurs within [ ] days of Televisa’s receipt of the applicable Post-IPO Sale Notice and, except for the actual price per share in a Post-IPO Public Sale, on terms and conditions not materially more favorable to the Post IPO Sale Buyer than set forth in the applicable Post-IPO Sale Notice. The Televisa Commitment Notice, and its obligation to purchase the applicable number of Televisa Purchase Right Shares specified therein, shall be irrevocable (x) for 48 hours in the case of a Post IPO Public Sale that is a registered block trade, (y) 14 days in the case of a Post IPO Public Sale that is an underwritten follow-on Public Offering and (z) 14 days in the case of Post IPO Sales not covered by this Warrant may be madeeither clause (x) or (y); provided, in whole or the case of clause (y) only, (A) Televisa shall have the right to terminate its commitment to purchase the Shares set forth in part, the Televisa Commitment Notice upon written notice to the Prospective Selling Stockholder(s) in the event that at any time during the applicable 14 day period the closing price for the Company’s Class A Common Stock on the principal stock exchange on which such shares are listed for trading exceeds 107.5% of the closing price of such Class A Common Stock on such stock exchange on the day (or times on or after if such day is not a trading day, the Initial Exercise Date most recent trading day) the Prospective Selling Stockholder(s) provided Televisa the Post-IPO Sale Notice (a “Price Change Termination Notice”) and on or before following a Price Change Termination Notice the Termination Date by delivery Prospective Selling Stockholder(s) shall not be permitted to make the applicable Post-IPO Public Sale unless they provide Televisa a new Post-IPO Sale Notice (provided Televisa shall have only 24 hours (not 48 hours) to decide whether to issue a new Televisa Commitment Notice with respect thereto) and (B) in the event the number of Shares to be sold in the applicable Post-IPO Public Sale would exceed the estimated number of Shares set forth in the applicable Post-IPO Sale Notice, the number of Shares in excess of such amount set forth in such Notice shall be treated as a separate Post-IPO Public Sale and a new Post-IPO Sale Notice shall be required to be given to Televisa with respect to the Company incremental amount (or but Televisa shall have 24 hours (not 48 hours) to make a Televisa Commitment Notice with respect to such other office or agency incremental amount); and provided, further, in the case of clause (z) only, (1) if the actual price per share in the applicable Post-IPO Sale would be greater than 107.5% of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares price per share specified in the applicable Post IPO Sale Notice, a new Post IPO Sale Notice shall be required and (2) in the event the number of Exercise by wire transfer or cashier's check drawn on a United States bank, unless Shares to be sold in such Post-IPO Sale would exceed the cashless exercise procedure specified in Section 2(c) below is number of Shares specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunderPost IPO Sale Notice, the number of Warrant Shares available for purchase hereunder at any in excess of such amount set forth in such Notice shall be treated as a separate Post-IPO Sale and a new Post IPO Sale Notice shall be required to be given time may be less than to Televisa with respect to the incremental amount stated on the face hereof(provided Televisa shall have 24 hours (not 48 hours) to provide a Televisa Commitment Notice with respect thereto).

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. Promptly following the exercise of any Warrant and receipt of proceeds in the form of cleared funds (the "Cleared Funds") representing the Purchase Price from the exercise of a Warrant (the "Warrant Proceeds"), the Company shall cause to be issued and delivered to the person or before persons entitled to receive the Termination same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder). In the case of payment made in the form of a check drawn on an account of Paramount or such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued upon the exercise of any Warrant and receipt of Cleared Funds received from the Warrant Proceeds. (b) On the Exercise Date in respect of the exercise of any Warrant, the Company shall pay from Cleared Funds received from the Warrant Proceeds, a fee of 5% (the "Paramount Fee") of the Purchase Price to Paramount for Warrant exercises solicited by delivery Paramount or its representatives (of which a portion may be reallowed by Paramount to the dealer who solicited the exercise, which may also be Paramount). In the event the Paramount Fee is not received within seven days of the date on which the Company receives Cleared Funds received from Warrant Proceeds, then the Paramount Fee shall begin accruing interest at an annual rate of prime plus three (3)%, payable by the Company to Paramount at the time Paramount receives the Paramount Fee. Within five days after exercise the Company, at the request of Paramount, shall send Paramount a copy of the reverse side of each Warrant exercised. In addition, Paramount may at any time during business hours, examine the records of the Company, including its ledger of original Warrant Certificates returned to the Company upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of Paramount. In addition to the foregoing, any costs incurred by Paramount shall be promptly reimbursed by the Company. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or such other office question as to the amount or agency payment of the Paramount Fee, the Company as it may designate by notice in writing is hereby expressly authorized to establish an escrow account for the registered Holder at purpose of depositing the address entire amount of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidunpaid Paramount Fee, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent which amount will be deducted from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the net Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered Proceeds paid to the Company. Partial exercises of this Warrant resulting The funds placed in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal escrow account may not be released to the applicable number of Warrant Shares purchasedCompany without a written agreement from Paramount that the required Paramount Fee has been received by Paramount. The Holder and Paramount shall promptly notify the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.escrow

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised 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 the Registered Holder or by the Registered Holder’s duly authorized attorney, at any time the principal office of the Company, or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Company as it may designate by notice in writing to the registered Holder at the address United States, of the Holder appearing on the books Purchase Price payable in respect of the Company) number of a duly executed copy Warrant Shares purchased upon such exercise; provided however that this Warrant may in no circumstance be exercised until the Israeli Ministry of Health approves the execution of the Notice Study Protocol (as defined in that certain Clinical Trial Agreement, dated as of Exercise Form attached February 17, 2010, by and between the Registered Holder, P▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and BrainStorm Cell Therapeutics Ltd., and as Annex A hereto. Within three Trading Days following amended from time to time). (b) The Registered Holder may, at its option, elect to pay some or all of the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Purchase Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its payable upon an exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive by canceling a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises portion of this Warrant resulting exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in purchases respect of a portion 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 available hereunder 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 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 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 effect 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 provided in subsection 1(d) below shall be deemed to have become the holder or holders of lowering record of the outstanding Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and 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 number of full Warrant Shares purchasable hereunder to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount equal determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the applicable number date hereof) of Warrant Shares purchased. The Holder and like tenor, calling in the Company shall maintain records showing aggregate on the face or faces thereof for the number of Warrant Shares purchased and the date of such purchases. Upon exercise of equal (without giving effect to any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid"adjustment therein) with notations as to the number of Warrants so exercised, such shares called for on the face of this Warrant Shares so issued and minus the sum of (a) the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In shares purchased by the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Registered Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, upon such exercise plus (b) the number of Warrant Shares available for purchase hereunder at any given time may be less than (if any) covered by the amount stated on portion of this Warrant cancelled in payment of the face hereofPurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Rights may be exercised at any time during the Offering Period upon the terms and conditions set forth in the Prospectus and in this Agreement. (a) Exercise Rights may be exercised by completing and executing the exercise portion of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date Subscription Certificate and on or before the Termination Date by delivery delivering it to the Company (or such other office or agency Subscription Agent along with payment of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Subscription Price for the shares specified aggregate number of Common Shares subscribed for prior to the Expiration Time. (b) A subscription will be accepted by the Subscription Agent if, prior to the Expiration Time, the Subscription Agent has received (i) payment of the full Subscription Price for the Common Shares subscribed for in the applicable Basic Subscription, and (ii) a Notice of Exercise Guaranteed Delivery by wire transfer facsimile (telecopy) or cashier's otherwise from a bank, trust company, New York Stock Exchange member or member of another national securities exchange guaranteeing delivery of a properly completed and executed Subscription Certificate. The Subscription Agent will not honor a Notice of Guaranteed Delivery unless a properly completed and executed Subscription Certificate is received by the Subscription Agent by the close of business on the third New York Stock Exchange trading day after the Expiration Time. (c) The Subscription Price shall be paid in United States dollars, by (i) check or draft drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments or an postal, telegraphic or express money order payable to the Company's stock Subscription Agent, or (ii) by wire transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure same day funds to an account maintained by the Subscription Agent for the purpose of the Company to pay the transfer agent, the Holder accepting subscriptions. Wire instructions may deduct such sums it pays the transfer agent be obtained from the total Exercise Price due. Notwithstanding anything herein to the contrary Subscription Agent's Reorganization Department at (although the 212) ▇▇▇-▇▇▇▇ (▇-535). (d) Once an Eligible Rights Holder has exercised Rights, such exercise may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the revoked or rescinded. (e) If an Eligible Rights Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing does not indicate the number of Warrant Shares purchased and Rights being exercised in the date of such purchases. Upon exercise of any Basic Subscription, or does not deliver full payment of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to Subscription Price for the number of Warrants so exercisedshares indicated as being subscribed through the exercise of Rights in the Basic Subscription, then such Eligible Rights Holder will be deemed to have exercised Rights to purchase the Warrant maximum number of Common Shares so issued and determined by dividing the total Subscription Price paid by the Subscription Price per share, but not in excess of the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice Common Shares such holder may purchase through the exercise of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative Rights in the absence of manifest error. The Basic Subscription. (f) If an Eligible Rights Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, does not indicate the number of Warrant Shares available Rights being exercised, but submits payment for purchase hereunder at any given time more shares than may be less than purchased through the amount stated on exercise of such Eligible Rights Holder's Rights in the face hereofBasic Subscription, the excess payment received from such Eligible Rights Holder will be returned to such Eligible Rights Holder without interest or deduction.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after August 21, 1998 and prior to 5:00 P.M., Eastern Standard Time on June 30, 2001, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) may issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion third anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised by the Registered Holder thereof commencing at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date provided that the Warrant Certificate representing such Warrant, with the exercise NY1-161301.1 8789-10-MZ1-10/29/96 7 form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company of an amount in lawful money of the United States of America equal to the applicable purchase price, have been received by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidPurchase Price, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the bank account. (b) The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company until of one or more whole shares. If two or more Warrants shall be presented for exercise in full at the Holder has purchased all same time by the same Registered Holder, the NY1-161301.1 8789-10-MZ1-10/29/96 8 number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days aggregate number of shares purchasable on exercise of the date the final Notice of Exercise is delivered to the CompanyWarrants so presented. Partial exercises of this Warrant resulting in purchases If any fraction of a portion of share would, except for the total number of Warrant Shares available hereunder shall have provisions provided herein, be issuable on the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented herebyWarrant (or specified portion thereof), the Company shall deliver pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the Holder a warrant date of exercise grid of the Warrants on whichever of such exchanges or Nasdaq had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the form attached as Annex B hereto (over-the-counter market, the "Exercise Grid") with notations as current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the number date of Warrants so exercisedexercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the Warrant Shares so issued and the number current market value of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice a share of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Common Stock shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereean amount, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be not less than the amount stated on book value thereof as of the face hereof.end of the most recently completed fiscal quarter of the Company ending NY1-161301.1 8789-10-MZ1-10/29/96 9

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Warrant Holder at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the Ordinary Shares deliverable upon such exercise shall be treated for all purposes as the holder of those Ordinary Shares upon the exercise of the Warrant as of the close of business on the Exercise Date, provided that the payment of the Exercise Price is cleared. As soon as practicable on or before after the Termination Date Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of any Warrant into a segregated interest bearing money market account and shall notify the Company in writing of such exercise. Promptly following the clearance of payment of the Exercise Price, and in any event within seven days after the date of such notice from the Warrant Agent (but only if the payment of the exercise price is cleared by delivery that date), the Warrant Agent, on behalf of the Company, shall cause the Transfer Agent to issue and deliver to the person or persons entitled to receive the same, a certificate or certificates for the Ordinary Shares deliverable upon such exercise and the Warrant Agent will issue and deliver to such person or persons a Warrant Certificate for any remaining unexercised Warrants of the Warrant Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance and delivery. The Warrant Agent shall remit any and all amounts received upon the exercise of Warrants (the “Warrant Proceeds”) to the Company (or such other office or agency as the Company may direct in writing) promptly after the clearance of the funds and the issuance of the Ordinary Shares purchased. (b) The Warrants are not exercisable unless, at the time of exercise, the Company has a current prospectus covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, or such issuance is exempt under, and the ordinary shares have been registered, qualified or are deemed to be exempt under the U.S. federal securities laws and under the securities or “blue sky” laws of the states of residence of the exercising U.S. holder of the Warrants. The Company has filed a registration statement (Registration No. 333-115095) of which the Prospectus is a part, which registration statement has been declared effective by the SEC, covering the issuance of the Warrants and the Ordinary Shares issuable upon the exercise of the Warrants. The Company will in good faith and as expeditiously as reasonably possible, endeavor to maintain such registration statement effective and to keep the Prospectus included therein, current. Unless notified to the contrary by the Company or its counsel, the Warrant Agent shall be entitled to assume that it may issue Ordinary Shares upon the exercise of Warrants in compliance with all applicable federal and state securities laws. (c) All questions concerning the timeliness, validity, form and eligibility of any exercise of Warrants will be determined by the Company, and its determinations will be final and binding. The Company, at its sole discretion, may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as it may designate determine, or reject the purported exercise of any Warrant by notice reason of any defect or irregularity in writing to the registered Holder at the address such exercise. Payments of the exercise price will not be deemed to have been received or accepted until all irregularities have been waived or cured within such time as the Company determines in its sole discretion. The Company will not be under any duty to notify the Warrant Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer any defect or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent irregularity in connection with its the exercise of this the Warrant resulting from or incur any liability for failure to give such notification. However, liabilities under the U.S. federal securities laws cannot be waived. (d) An exercise of a Warrant by a Warrant Holder is final and may not be revoked. (e) In the event that a Warrant Holder fails to specify the number of Ordinary Shares it wishes to purchase upon exercise of a Warrant, or alleged failure if the payment made by such Warrant Holder in connection with the exercise of the Company Warrant is not sufficient to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased for all of the Ordinary Shares that such Warrant Holder indicated it wished to purchase, the exercising Warrant Holder will be deemed to have purchased the maximum number of Ordinary Shares available hereunder and that could be purchased for the Warrant has been exercised in full, in which case, Proceeds. If the Holder shall surrender this Warrant to Proceeds exceed the Company total Exercise Price for cancellation within two Trading Days all of the date Ordinary Shares the final Notice of Exercise is delivered exercising Warrant Holder elected to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercisedpurchase, the Warrant Shares so issued and Agent will refund the number of Warrants still outstanding hereunder. The Company shall deliver any objection balance to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancyWarrant Holder, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofbearing no interest.

Exercise. (a) Exercise If the Board service of an Eligible Director is terminated for reasons other than (i) death, (ii) discharge for Cause, (iii) retirement, or (iv) resignation, the purchase rights represented by this Warrant Eligible Director may be made, in whole or in part, exercise an Option at any time or times on or within three years after the Initial Exercise Date and on or before the Termination Date by delivery such termination, to the Company (or such other office or agency extent of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and covered by such Option that were exercisable at the date of such purchasestermination; except that an Option shall not be exercisable on any date beyond the expiration of such three-year period or the expiration date of such Option, whichever occurs first. (b) If the Board service of an Eligible Director is terminated for Cause, any Options of such Eligible Director shall expire and any rights thereunder shall terminate immediately. Upon exercise Any Option of an Eligible Director whose Board service is terminated by resignation may be exercised at any time within three months of the Warrants represented herebysuch resignation, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to extent that the number of Warrants Shares covered by such Option were exercisable at the date of such resignation; except that an Option shall not be exercisable on any date beyond the expiration date of such Option. (c) Should an Eligible Director die either while a member of the Board or after termination of Board service (other than removal for Cause), the Option rights of such deceased ▇▇▇▇▇▇▇▇ Director may be exercised by his or her Personal Representative at any time within three years after the Eligible Director's death, to the extent of the number of Shares covered by such Option that were exercisable at the date of such death; except that an Option shall not be so exercisable on any date beyond the expiration date of such Option. If an Eligible Director who was granted an Option should die within 180 days of the expiration date of such Option, and if on the date of death the Eligible Director was then entitled to exercise such Option, and if the Option expires without being exercised, the Warrant Shares so issued Personal Representative of the Eligible Director shall receive in settlement a cash payment from the Company of a sum equal to the amount, if any, by which the Fair Market Value (determined on the expiration date of the Option) of Vlasic Stock subject to the Option exceeds the Option Price. (d) Any Option of an Eligible Director whose Board service terminates after age 55 and five (5) years of Board service shall become fully vested on such termination date and may be exercised at any time up to three years after such termination, as determined by the number of Warrants still outstanding hereunder. The Company Board, except that an Option shall deliver not be exercisable on any objection to any Notice of Exercise Form within two Trading Days of delivery date beyond the expiration date of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofOption.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant or Additional Warrant may be made, in whole or in part, exercised by Furman Selz at any time or times on or after the Initial Exe▇▇▇▇▇ ▇▇▇▇, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant or Additional Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and on or before the Termination Date by delivery person entitled to receive the Company (or securities deliverable upon such other office or agency exercise shall be treated for all purposes as the holder of those securities upon the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant has been exercised in full, in which case, Agent shall deposit the Holder process received from the exercise of a Warrant or Additional Warrant and shall surrender this Warrant to notify the Company for cancellation within two Trading Days in any of the date the final Notice of Exercise is delivered to the Companyexercise thereof. Partial exercises of this Warrant resulting Promptly following, and in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and any event within five days after the date of such purchases. notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a Warrant Certificate for any remaining unexercised Warrants or Additional Warrants of Furman Selz) unless prior to the date of issuance o▇ ▇▇▇▇ ▇▇▇▇ificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrant or Additional Warrants. (b) Upon the exercise of any Warrant or Additional Warrants and clearance of the Warrants represented hereby, funds received the Company Warrant Agent shall deliver to promptly remit the Holder a warrant exercise grid in payment received for the form attached as Annex B hereto Warrant (the "Exercise GridWarrant Proceeds") with notations as to the number Company or as the Company may direct in writing. Furman Selz may remit payment in cash or by deliver▇ ▇▇ ▇▇▇ ▇▇mpany of shares of Series A Common Stock with a fair market value equal to the aggregate Purchase Price with respect to the Warrants so or Additional Warrants exercised. For the purposes of this Section, fair market value shall mean the Warrant Shares so issued and closing bid price of the number of Warrants still outstanding hereunder. The Company shall deliver any objection Series A Common Stock as reported on the NASDAQ SmallCap Market or such other stock market on which the Series A Common Stock is trading on the trading day immediately prior to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofDate.

Exercise. (a) Exercise of the purchase rights represented by this Each Class A Warrant may be madeexercised, in whole or in part, by the Registered Holder thereof at any time or times prior to the Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable certificate representing the Class A Warrant. A Class A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the Common Stock deliverable upon such exercise shall be treated for all purposes as the holder of such Common Stock upon the exercise of the Class A Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Initial Exercise Date Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Class A Warrant and shall notify the Company in writing of the exercise of such Class A Warrant. Promptly following, and in any event within five business days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or before persons entitled to receive the Termination Date following documents, unless prior to the date of issuance of such documents, the Company shall instruct the Warrant Agent to refrain from causing such issuance pending clearance of checks received in payment of the Exercise Price pursuant to such Class A Warrants: (1) a certificate or certificates representing the number of shares of Common Stock issuable by delivery reason of such exercise in such name(s) and such denomination(s) as specified on the applicable exercise form; and (2) a new certificate representing the applicable Class A Warrants entitling the Registered Holder to purchase the number of shares of Common Stock as to which the original certificate was not exercised and reflecting any changes to the Exercise Price which have theretofore been effectuated and which certificate shall otherwise be in form and substance identical to that delivered by the Registered Holder to the Company (or such other office or agency for said exercise. Upon the exercise of any Class A Warrant and clearance of the Company as it may designate by notice in writing funds received, the Warrant Agent shall promptly remit (i) the applicable Warrant Solicitation Fee, if any, to ▇▇▇▇▇▇▇▇▇, and (ii) the registered Holder at the address balance of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price payment received for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Class A Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to or as the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting may direct in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofwriting.

Exercise. (a) Exercise of the purchase rights represented by this Each Class A Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the Registered Holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or before after the Termination Exercise Date by delivery to the Company (Warrant Agent shall deposit in a non-interest bearing account at Chase Manhattan Bank or such other office or agency bank as the Warrant Agent may designate, the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the Company as it may designate by notice in writing to the registered Holder at the address exercise of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoWarrants. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant toPromptly thereafter, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation any event within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and five days after the date of such purchasesnotice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the Warrants represented herebyfunds received, the Company Warrant Agent shall deliver to promptly remit the Holder a warrant exercise grid in payment received for the form attached as Annex B hereto Warrant (the "Exercise GridWarrant Proceeds") with notations as to the number Company or as the Company may direct in writing. (b) If, subsequent to June 28, 1999 in respect of Warrants the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrants, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and such member was designated in writing by the holder of such Warrant as having solicited such Warrant, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised, shall, on behalf of the Company, pay to ▇▇▇▇▇▇▇▇▇, or to the NASD member soliciting such Warrant(s) if not ▇▇▇▇▇▇▇▇▇, from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price (of which 1% may be reallowed to the dealer who solicited the exercise, which may also be ▇▇▇▇▇▇▇▇▇). Within five days after exercise, the Warrant Shares so issued Agent shall send ▇▇▇▇▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section. In addition, ▇▇▇▇▇▇▇▇▇ and the number Company may at any time during business hours, examine the records of Warrants still outstanding hereunderthe Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a)paragraph may not be modified, following amended or deleted without the purchase prior written consent of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof▇▇▇▇▇▇▇▇▇.

Exercise. (a) Exercise No issuance of Warrant Shares shall be made unless there is an effective registration statement under the 1933 Act, and registration or qualification of the purchase rights represented by this Warrant may be madeShares, in whole or in partan exemption therefrom, at any time has been obtained from state or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified regulatory authorities in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified jurisdiction in Section 2(c) below is specified in the applicable Notice of Exercisewhich such Warrant Shares are sold. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to deliver a prospectus that satisfies the Company until requirements of the Holder has purchased all with delivery of the Warrant Shares available hereunder and must have a registration statement (or a post-effective amendment to an existing registration statement) effective under the 1933 Act in order for the Company to comply with any such prospectus delivery requirements. The Company will advise the Warrant has Agent of the status of any such registration statement under the 1933 Act and of the effectiveness of the Company's registration statement or lapse of effectiveness. The Company will provide to the Warrant Agent written confirmation of all such registration or qualification, or an exemption therefrom, when requested by the Warrant Agent. The exercise of Warrants in accordance with this Agreement shall only be permitted during the Exercise Period. Warrants shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date. The exercise form shall be executed by the Registered Owner thereof or the Registered Owner's attorney duly authorized in full, in which case, the Holder writing and shall surrender this Warrant be delivered together with payment to the Company for cancellation within two Trading Days in cash or by official bank or certified check, of an amount in lawful money of the date the final Notice United States of Exercise is delivered to the CompanyAmerica. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder Such payment shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder be in an amount equal to the applicable Exercise Price as hereinabove defined. The Company shall redeliver, as soon as possible, the certificate representing the Warrant and exercise form to the Warrant Agent. The person entitled to receive the number of Warrant Shares purchaseddeliverable on such exercise shall be treated for all purposes as the Registered Owner of such Warrant Shares as of the close of business on the Exercise Date. The Holder Company shall not be obligated to issue any fractional share interests in Warrant Shares. If Warrants represented by more than one Warrant Certificate shall be exercised at one time by the same Registered Owner, the number of full Warrant Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full Warrant Shares issuable on such exercise. As soon as practicable on or after the Exercise Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares deliverable on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise. The Warrant Agent shall maintain records showing not deliver any Warrant Shares until it has received from the Company in writing verification that the aggregate exercise price for the Warrant Shares has been paid in full to the Company and has cleared. Following a determination by the Warrant Agent that collected funds have been received, the Warrant Agent shall issue share certificates representing the number of Warrant Shares purchased by the Registered Owner. Expenses incurred by the Warrant Agent, including administrative costs, and the date standard fees imposed by the Warrant Agent for the Warrant Agent's services, shall be paid by the Company and shall be deducted from the Escrow Account prior to distribution of such purchasesfunds to the Company. Upon exercise of any The Warrant Agent shall render to the Company, at the completion of the Warrants represented herebyExercise Period, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to complete accounting setting forth the number of Warrants so exercised, the Warrant Shares so issued and the number identity of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of persons exercising such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunderWarrants, the number of Warrant Shares available for purchase hereunder at any given time may be less than issued and all expenses incurred by the amount stated on the face hereofWarrant Agent.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time on or times prior to the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Initial Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or before persons entitled to receive the Termination Date by delivery same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. If at the time of exercise of any Warrant (or such other office or agency i) the market price of the Company as it may designate by notice in writing to Common Stock is greater than the registered Holder at the address then exercise price of the Holder appearing on Warrant, (ii) the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder is solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and the soliciting member is designated in writing by the holder of the Warrants as the NASD member soliciting the exercise, (iii) the Warrant has been is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the exercise of the Warrant is not in violation of Rule 101 of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then such member shall be entitled to receive from the Company following exercise of each of the Warrants so exercised in fulla fee of five percent (5%) of the aggregate exercise price of the Warrants so exercised (the "Solicitation Fee"). The procedures for payment of the Exercise Fee are as follows: (i) The Company hereby authorizes and instructs the Warrant Agent to deliver to any member of the NASD, the Solicitation Fee, if payable, in respect of each exercise of Warrants, promptly after receipt by the Warrant Agent from the Company of a check payable to the order of such member in the amount of such Solicitation Fee. In the event that a Solicitation Fee is paid to a member with respect to a Warrant which casethe Company or the Warrant Agent determines is not properly completed for exercise or in respect of which the member is not entitled to a Solicitation Fee, the Holder shall surrender this Warrant member will return such Solicitation Fee to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered Warrant Agent which shall forthwith return such fee to the Company. Partial exercises of this Warrant resulting in purchases of a portion The Company may at any time during business hours examine the records of the total number Warrant Agent, including its ledger of original Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal certificates returned to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon Agent upon exercise of Warrants. Notwithstanding any of the Warrants represented hereby, the Company shall deliver provision to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercisedcontrary, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a)paragraph may not be modified, following amended or deleted without the purchase of a portion prior written consent of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCompany.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised by the Registered Holder thereof commencing at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or before after the Termination Exercise Date by delivery to and in any event within five business days after such date, if one or more Warrants have been exercised, the Company (or such other office or agency Warrant Agent on behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidPurchase Price, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the bank account. (b) The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company until of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the Holder has purchased all of same time by the Warrant Shares available hereunder and the Warrant has been exercised in fullsame Registered Holder, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and whole shares which shall be issuable upon such exercise thereof shall be computed on the date basis of such purchasesthe aggregate number of shares purchasable on exercise of the Warrants so presented. Upon If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any of the Warrants represented herebyWarrant (or specified portion thereof), the Company shall deliver pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the Holder a warrant date of exercise grid of the Warrants on whichever of such exchanges or Nasdaq had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the form attached as Annex B hereto (over-the-counter market, the "Exercise Grid") with notations as current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the number date of Warrants so exercisedexercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the Warrant Shares so issued and the number current market value of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice a share of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Common Stock shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereean amount, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be not less than the amount stated on book value thereof as of the face hereofend of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. (a) Exercise of Subject to the purchase rights represented terms hereof, the Warrants, evidenced by this Warrant Certificate, may be made, exercised at the Exercise Price in whole or in part, part at any time or times during the period (the “Exercise Period”) commencing on or after [•] 2007 and terminating at the Initial close of business on 31 August 2009 (the “Expiration Date”). The Exercise Date and Period may also be extended by the Company’s Board of Directors. A Warrant shall be deemed to have been exercised in immediately prior to the close of business on or before the Termination Date by delivery date (the “Exercise Date”) of the surrender to the Company (or such other office or agency at its principal offices of this Warrant Certificate with the Company as it may designate exercise form attached hereto executed by notice in writing the Registered Holder and accompanied by payment to the registered Holder at the address Company, in cash or by official bank or certified check, of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver an amount equal to the aggregate Exercise Price for Price, in lawful money of the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless of America. The person entitled to receive the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its Shares issuable upon exercise of this a Warrant resulting from any failure or alleged failure Warrants (“Warrant Shares”) shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required obligated to physically surrender this issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or script or cash with respect thereto, but, if Company elects not to issue a fractional share, the Company until the Holder has purchased all will pay a cash adjustment in respect of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases any fraction of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder Share which would otherwise be issuable in an amount equal to the applicable same fraction of the amount by which the market price of a Share on the date of exercise exceeds the Exercise Price, such market price to be determined in good faith by the Board of Directors of the Company. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of Warrant full Shares purchasedwhich shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. The Holder Promptly, and in any event within ten business days after the Exercise Date, the Company shall maintain records showing cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares purchased deliverable on such exercise. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the date of such purchasesCompany shall not be affected by any notice to the contrary. Upon exercise of The Warrants shall not entitle the Registered Holder thereof to any of the rights of shareholders or to any dividend declared on the Shares unless the Registered Holder shall have exercised the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, and thereby purchased the Warrant Shares so issued and prior to the number record date for the determination of Warrants still outstanding hereunder. The Company shall deliver any objection holders of Shares entitled to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute dividend or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofother right.

Exercise. (a) Exercise of the purchase rights represented by this Warrant Rights may be made, in whole or in part, exercised at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery prior to the Company Expiration Time upon the terms and conditions set forth in the Prospectus, the Subscription Agreement and in this Agreement. a. The Rights Offering is eligible for the Automated Subscription Offer Program (or "ASOP") of DTC. Because all Record Holders are DTC participants, all rights must be exercised through ASOP. If an Eligible Rights Holder wishes to purchase Shares through the exercise of Rights issued in the Rights Offering, the Record Holder will transmit the notice of exercise by electronic message through ASOP with sufficient time for DTC to send such other office or agency message to the Subscription Agent at the Expiration Time. DTC will then send such message to the Subscription Agent for the Rights Offering for its acceptance. Delivery of such message by DTC indicates that the Eligible Rights Holder of such Notes will be bound to the terms and conditions of the Company as it may designate by notice in writing Rights Offering (including the authorization that the Subscription Price be debited from the Record Holder's DTC account). Along with the electronic message through ASOP, the Record Holder must also provide to the registered Subscription Agent either an executed Subscription Agreement or a Nominee Holder at Confirmation. b. The Company will issue a maximum of 5,371,120 Shares in the address Rights Offering. c. If either the number of the Rights being exercised is not specified in the electronic message through ASOP, the Subscription Agreement or the Nominee Holder appearing on Certification, or the books payment delivered is not sufficient to pay the full aggregate Subscription Price for all of the Company) of a duly executed copy Shares stated to be subscribed for, an Eligible Rights Holder will be deemed to have exercised the maximum number of the Notice Rights that could be exercised for the amount of Exercise Form attached as Annex A heretothe payment delivered. Within three Trading Days following If the date payment delivered to the Subscription Agent by a Record Holder on behalf of exercise as aforesaid, the an Eligible Rights Holder shall deliver exceeds the aggregate Exercise Subscription Purchase Price for the shares specified number of the Rights evidenced by the Subscription Agreement or Nominee Holder Certification delivered, any excess payment will be returned to such Record Holder for the account of such Eligible Rights Holder by the Subscription Agent as soon as practicable by mail, without interest or deduction. d. The Subscription Agent shall accept any subscription if, prior to the Expiration Time, the Subscription Agent has received the duly completed Subscription Agreement or Nominee Holder Certification and notice of exercise through ASOP along with payment of the full Subscription Price for the Shares subscribed for in the applicable Notice Rights Offering. e. The Subscription Price shall be paid in accordance with the customary procedures of Exercise by wire transfer or cashier's check drawn on a United States bankASOP. f. Once an Eligible Rights Holder has exercised its Rights, unless the cashless such exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofrevoked.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or before after the Termination Exercise Date the Company shall cause to be issued and delivered by delivery the Transfer Agent, to the Company person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (or such other office or agency plus a certificate for any remaining unexercised Warrants of the Company as it may designate by notice in writing Registered Holder). (b) The Board of Directors has approved and determined to submit to stockholders a certificate of amendment to the registered Holder at Company's Certificate of Incorporation to increase the address number of shares of authorized Common Stock to 60,000,000 shares (the "Proposed Charter Amendment"). It is understood that if the Proposed Charter Amendment is not filed with the Secretary of State of Delaware by the Initial Warrant Exercise Date, after reserving the number of shares of Common Stock issuable upon conversion of the Holder appearing on Series B Preferred Stock sold in the books Private Placement, including the Series B Preferred Stock underlying the Placement Agent Option, the Company may not have a sufficient number of shares of Common Stock authorized and available for issuance upon exercise of this Warrant. Therefore, prior to the filing of the Company) Proposed Charter Amendment, a holder of a duly executed copy this Warrant shall be allowed to exercise this Warrant for only that number of shares of Common Stock equal to the product of the Notice number of Exercise Form attached as Annex A hereto. Within three Trading Days following authorized, unissued and unreserved shares of Common Stock on the date of exercise as aforesaidmultiplied by a fraction, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice numerator of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below which is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have issuable upon exercise of the effect Warrant held by such holder and the denominator of lowering which is the outstanding total number of Warrant Shares purchasable hereunder issuable upon exercise of the Warrants sold in an amount equal to the applicable number of Private Placement, including the Placement Agent Option. (c) The Registered Holder may, at its option, at any time on or after the Initial Warrant Shares purchased. The Holder and the Company shall maintain records showing Exercise Date, exchange Warrants on a cashless basis, in whole or in part (a "Warrant Exchange"), for the number of Warrant Shares purchased and determined in accordance with this Section (4)(c), by surrendering the date of such purchases. Upon exercise of any Warrant Certificate at the principal office of the Warrants represented herebyCompany, the Company shall deliver accompanied by a notice stating such Registered Holder's intent to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to effect such exchange, the number of Warrants so exercisedto be exchanged and the date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the Warrant Shares so issued and date the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form Exchange is received by the Company (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant Certificate of like tenor evidencing the balance of the Warrants remaining subject to the surrendered Warrant Certificate, shall be issued as of the Exchange Date and delivered to the Registered Holder within two Trading Days of delivery of such noticeseven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant Certificate shall represent the event of any dispute or discrepancy, the Exercise Grid shall be controlling right to subscribe for and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, acquire the number of Warrant Shares available (rounded to the next highest integer) equal to (i) the number of Warrants specified by the Registered Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market price of a share of Common Stock. Current market price shall have the meaning set forth Section 11 hereof, except that for purchase hereunder at any given time may be less than purposes hereof, the amount stated on date of exercise, as used in such Section 11 hereof, shall mean the face hereofExchange Date.

Exercise. (a) Exercise Subject to the provisions of Sections 4 and 7, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be made, exercised in whole or in part, part at any time during the period (the "Exercise Period") commencing on _______________, 201__ (the "Exercise Date") until ________________, 201___ (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent and the Registered Holders of any such extension of the Exercise Period. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or times on or after the Initial Exercise Date his attorney duly authorized in writing and on or before the Termination Date by delivery shall be delivered, together with payment therefore, to the Company at its corporate offices located at ▇▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company"Corporate Office"), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullcash or by official bank or certified check, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of aggregate Exercise Price, in lawful money. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchases. Upon exercise of any Warrant Shares as of the Warrants represented hereby, close of business on the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercisedDate. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares so issued and set forth in Section 4 have been satisfied as of the number of Warrants still outstanding hereunderExercise Date. The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interests in Warrant Shares issuable or deliverable on the event exercise of any dispute Warrant, or discrepancyscrip or cash therefore, and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the Exercise Grid number of full Shares which shall be controlling and determinative in issuable on exercise thereof shall be computed on the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason basis of the provisions aggregate number of this Section 2(a)full Shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to the Expiration Date, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant. The Company may deem and treat the Registered Holders of the Warrants as the absolute owners thereof for purchase hereunder at all purposes, and the Company shall not be affected by any given time may be less than notice to the amount stated contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the face hereofCommon Stock unless the Registered Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to any such dividend or other rights.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after August 26, 1998 and prior to 5:00 P.M., Eastern Standard Time on December 31, 1999, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) may issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a)Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on December 31, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof1999.

Exercise. (a) Exercise Each Holder may exercise some or all of the purchase rights Subscription Rights evidenced by the Subscription Certificate (but not in amounts of less than one Subscription Right or an integral multiple thereof) by delivering to the Agent, on or prior to the Expiration Date, properly completed and executed Subscription Documents evidencing such Subscription Rights (with signatures guaranteed, if required by Section 5(i) hereof, by a financial institution (including commercial banks, savings and loan associations and brokerage houses) that is a member of a recognized signature guarantee or medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution")), together with payment of the Subscription Price for each Underlying Share subscribed for pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege, as the case may be. (b) In the case of Holders of Subscription Rights that are held of record through The Depository Trust Company ("DTC"), exercises of the Basic Subscription Privilege may be effected by instructing DTC to transfer Subscription Rights from the DTC account of such Holder to the DTC account of the Agent, together with payment of the Subscription Price for each Underlying Share subscribed for pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege. Alternatively, a Holder may exercise the Subscription Rights evidenced by the Subscription Certificate by effecting compliance with the procedures for guaranteed delivery set forth in Section 5(c) below. (c) If a Holder wishes to exercise Subscription Rights, but time will not permit such Holder to cause the Subscription Certificate evidencing such Subscription Rights to reach the Agent on or prior to the Expiration Date, such Subscription Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are met: (i) such Holder has caused payment in full of the Subscription Price for each Underlying Share being subscribed for pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege to be received (in the manner set forth in Section 5(e) hereof) by the Agent on or prior to the Expiration Date; (ii) the Agent receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Subscription Documents, from an Eligible Institution, stating the name of the exercising Holder, the number of Subscription Rights represented by this Warrant may be madethe Subscription Certificate or Subscription Certificates held by such exercising Holder, in whole or in partthe number of Underlying Shares being subscribed for pursuant to the Basic Subscription Privilege and the number of Underlying Shares, at any time or times on or after if any, being subscribed for pursuant to the Initial Exercise Date Over-Subscription Privilege, and on or before guaranteeing the Termination Date by delivery to the Company (or such other office or agency Agent of the Company as it may designate by notice in writing Subscription Certificate evidencing such Subscription Rights at or prior to the registered Holder at the address of the Holder appearing 5:00 p.m., Eastern Daylight Time, on the books of date three over-the-counter ("OTC") trading days following the Company) of a duly executed copy date of the Notice of Exercise Form attached as Annex A hereto. Within Guaranteed Delivery; and (iii) the properly completed Subscription Certificate(s) evidencing the Subscription Rights being exercised, with any required signatures guaranteed, are received by the Agent, or such Subscription Rights are transferred into the DTC account of the Agent, at or prior to 5:00 p.m., Eastern Daylight Time, on the date three Trading Days OTC trading days following the date of exercise the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Agent in the same manner as aforesaidSubscription Certificates at the addresses set forth above, or may be transmitted to the Agent by telegram or facsimile transmission (facsimile: (▇▇▇) ▇▇▇-▇▇▇▇). (d) The Subscription Rights shall expire at 5:00 p.m., Eastern Daylight Time, on the Expiration Date. (e) If an exercising Holder has not indicated the number of Subscription Rights being exercised, or if the Subscription Price payment forwarded by such Holder to the Agent is not sufficient to purchase the number of shares subscribed for, the Holder shall deliver will be deemed to have exercised the aggregate Exercise Price Basic Subscription Privilege with respect to the maximum number of whole Subscription Rights which may be exercised for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments Subscription Price delivered to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agentAgent and, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary extent that the Subscription Price payment delivered by such Holder exceeds the Subscription Price multiplied by the maximum number of whole Subscription Rights which may be exercised (although such excess being the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company"Subscription Excess"), the Holder will have been deemed to exercise its Over-Subscription Privilege to purchase, to the extent available, that number of whole shares of Common Stock equal to the quotient obtained by dividing the Subscription Excess by the Subscription Price, up to the maximum number of shares purchasable by such Holder. The Agent, as soon as practicable after the exercise of the Subscription Rights, shall mail to such Holders any portion of the Subscription Excess not be required applied to physically surrender this Warrant the purchase of Common Stock pursuant to the Over-Subscription Privilege, without interest or deduction. (f) The Agent shall hold all proceeds of the Rights Offering in a segregated bank account (the "Bank Account"). Upon receipt by the Agent of a written notice from the Company and following issuance of the Underlying Shares, the Agent shall and is hereby directed to withdraw from the Bank Account in which the proceeds of the Rights Offering have been held and pay to, credit to the account of or otherwise transfer to the Company until all such funds. At the Holder has purchased all request of the Warrant Company, any portion of the Underlying Shares available hereunder shall be issued and the Warrant has been exercised in full, in which case, the Holder corresponding proceeds shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered be remitted to the Company. Partial exercises . (g) The Agent is authorized to accept only Subscription Certificates (other than Subscription Certificates delivered in accordance with the procedure for guaranteed delivery set forth in Section 5(c), or transfers of this Warrant resulting Subscription Rights to its account at DTC), received prior to 5:00 p.m., Eastern Daylight Time, on the Expiration Date. (h) Once a Holder has exercised a Subscription Right, such exercise may not be revoked. (i) If a Holder requests that the certificate representing the Common Stock to be issued in purchases of a portion name other than the name of the total number of Warrant Shares available hereunder shall have Holder or such certificate is to be sent to an address other than the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of address shown on such purchases. Upon exercise of any of the Warrants represented herebyHolder's Subscription Certificate, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of signatures on such notice. In the event of any dispute or discrepancy, the Exercise Grid shall Subscription Certificate must be controlling and determinative in the absence of manifest error. The Holder guaranteed by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofan Eligible Institution.

Exercise. (a) Exercise Subject to the provisions of Sections 8 hereof and the limitations on exercise set forth in the Company's Private Placement Memorandum published in connection with the Private Offering of the purchase rights represented by this Warrant Units, the Warrants, as they may be madeadjusted as set forth herein, may each be exercised to acquire one (1) share of Common Stock at a price (the "Warrant Exercise Price") of $1.25, subject to adjustment as hereinafter provided, in whole or in part, part at any time or times during the period (the "Warrant Exercise Period") beginning on or the date of their issuance and ending one year after the Initial date of their issuance (the "Warrant Expiration Date"), unless extended by a majority vote of the Board of Directors for the Company (the "Board of Directors") for such length of time as they, in their sole discretion, deem reasonable and necessary. Warrants shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date Date") of the surrender for exercise of the certificate evidencing the Warrants being exercised. An exercise form in the form of Exhibit "A" attached to the Warrant certificate shall also be executed by the Registered Holder thereof or his attorney duly authorized in writing and on or before the Termination Date by delivery shall be delivered, together with payment to the Company at its corporate offices located at 5301 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (▇▇e "Corporate Office"), or at any such other office or agency of as the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fulldesignate, in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of aggregate Warrant Exercise Price for the Warrant Shares being purchased, all in lawful money of the United States of America. The Holder and the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on exercise shall be treated for all purposes as the date holder of such purchases. Upon exercise of any Warrant Shares as of the Warrants represented hereby, close of business on the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunderDate. The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interest in Warrant Shares issuable or deliverable on the event exercise of any dispute Warrant or discrepancyscrip or cash therefor and such fractional shares shall be of no value whatsoever. Within 10 days after the Exercise Date and in any event prior to the Warrant Expiration Date, the Exercise Grid Company at its sole expense shall cause to be controlling issued and determinative delivered to the person or persons entitled to receive the same a certificate or certificates in the absence of manifest error. The name requested by the Registered Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, for the number of Warrant Shares available for purchase hereunder deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. All shares of Common Stock or other securities delivered upon the exercise of the Warrants shall be validly issued, fully paid and non-assessable. The Company may deem and treat the Registered Holder of the Warrants at any given time may as the absolute owner thereof for all purposes, and the Company shall not be less than affected by any notice to the amount stated contrary. The Warrants shall not entitle the holder thereof to any of the rights of a shareholder of the Company or to any dividend declared on the face hereofCommon Stock unless the holder shall have exercised the Warrants prior to the record date fixed by the Board of Directors for the determination of holders of Common Stock entitled to such dividends or other rights.

Exercise. (a) EXERCISE OF WARRANT. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the such Holder appearing on the books of the Company) of a duly executed copy ); and, within 3 Trading Days of the date said Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following is delivered to the date of exercise as aforesaidCompany, the Holder Company shall deliver have received payment of the aggregate Exercise Price for of the shares specified in the applicable Notice of Exercise thereby purchased by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two 3 Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days 1 Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be madeexercised by the Registered Holder thereof at any time during the two year period commencing one year from the Effective Date, or earlier with the consent of the Underwriter, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrant. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole the case of payment made in the form of a check drawn on an account of the Representative or such other investment banks and brokerage houses as the Company shall approve in partwriting to the Warrant Agent, by the Representative or such other investment bank or brokerage house, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to the provisions of Paragraphs 4(b) and 4(c) of this Agreement. TRANS GLOBAL SERVICES, INC. WARRANT AGREEMENT (b) If, at the Exercise Date in respect of the exercise of any Warrant after one year from the Effective Date, (i) the market price of the Company's Common Stock is greater than the Purchase Price then in effect, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. (ANASD"), (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a fee of six percent (6%) (the "Underwriter's Fee") of the Purchase Price to the Underwriter (a portion of which may be reallowed by the Underwriter to the dealer who solicited the exercise, which may also be the Underwriter). In the event the Underwriter's Fee is not paid within ten (10) days of the date on which the Company receives Warrant Proceeds, then the Underwriter's Fee shall begin accruing interest at an annual rate of prime plus three (3)%, payable by the Company to the Underwriter at the time the Company pays the Underwriter"s Fee. Within five (5) business days after exercise, the Warrant Agent shall send to the Underwriter a copy of the reverse side of each Warrant exercised. The Underwriter shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Paragraph 4(b). In addition, the Underwriter and the Company may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this Paragraph 4(b) may not be modified, amended or times on or after deleted without the Initial Exercise Date and on or before prior written consent of the Termination Date by delivery Representative. (c) In order to enforce the provisions of Paragraph 4(b) of this Agreement, the Warrant Agent is hereby expressly authorized to withhold payment to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder Proceeds unless and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to until the Company establishes an escrow account for cancellation within two Trading Days the purpose of depositing the entire amount of the date Underwriter's Fee, which amount will be deducted from the final Notice of Exercise is delivered net Warrant Proceeds to be paid to the Company. Partial exercises of this Warrant resulting The funds placed in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal escrow account may not be released to the applicable number of Warrant Shares purchased. The Holder and Company without a written agreement from the Company shall maintain records showing Underwriter that the number of Warrant Shares purchased and required the date of such purchases. Upon exercise of any of Underwriter's Fee has been received by the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofUnderwriter.

Exercise. (a) Exercise Subject to the provisions of Sections 4, 7 and 8, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be madeexercised at a price (the "Exercise Price") of $6.00 per share as to the Series A Warrants and $7.00 per share as to the Series B Warrants, in whole or in part, commencing on the date of issuance (the "Initial Exercise Date") and terminating on __________, 2002, unless extended by the Company's Board of Directors (the "Exercise Period"), at any time or times on or after during such period that the Initial Exercise Date and on or before the Termination Date by delivery Company's Registration Statement with respect to the Warrant Shares is effective and current. The Company shall promptly notify the Warrant Agent of the effectiveness of such Registration Statement, any suspension of effectiveness and of any such extension of the Exercise Periods. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at 1981 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, (▇he "Corporate Office") or such other office or agency of the Company place as it may designate designated by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchases. Upon exercise of any Warrant Shares as of the Warrants represented hereby, close of business on the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exerciseddate. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares so issued set forth in Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price to the number of Warrants still outstanding hereunderexercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interests in Warrant Shares issuable or deliverable on the event exercise of any dispute Warrant or discrepancyscrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the Exercise Grid number of full Shares which shall be controlling and determinative in issuable on exercise thereof shall be computed on the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason basis of the provisions aggregate number of this Section 2(a)full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Company. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into a segregated account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given 5 to the Company with the payment of each exercise amount. This will serve as an interim accounting for purchase hereunder the Company's use during the exercise periods. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Warrants, the number of shares issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Warrants at any given time may as the absolute owner thereof for all purposes, and the Company shall not be less than affected by any notice to the amount stated contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the face hereofCommon Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other right.

Exercise. (a) Exercise of Each ▇▇▇▇▇ Warrant, when exercised, shall initially entitle the purchase rights represented by this Warrant may be madeHolder thereof, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery subject to adjustment pursuant to the Company (or such other office or agency terms of the Company as it may designate by notice in writing this Agreement, to purchase [·] shares of Common Stock. The exercise price of each ▇▇▇▇▇ Warrant is equal to $0.01 per share, subject to the registered Holder at adjustments provided for in this Agreement (the address of “▇▇▇▇▇ Warrant Exercise Price”). (b) Each Closing Date Warrant, when exercised, shall initially entitle the Holder appearing on thereof, subject to adjustment pursuant to the books terms of this Agreement, to purchase [·] shares of Common Stock. The exercise price of each Closing Date Warrant is equal to $8.10 per share subject to the Companyadjustments provided for in this Agreement (the “Cash Warrant Exercise Price”). (c) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidEach 1st Anniversary Warrant, when exercised, shall initially entitle the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bankthereof, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required subject to make any payments adjustment pursuant to the Company's stock transfer agent in connection with its exercise terms of this Agreement, to purchase [·] shares of Common Stock. The exercise price of each 1st Anniversary Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number 1st Anniversary Warrant Exercise Price; provided, however, if a Liquidity Event occurs prior to the fixing of the 1st Anniversary Warrant Shares purchasedExercise Price, the exercise price for each 1st Anniversary Warrant shall become immediately prior to the consummation of that Liquidity Event $8.10 per share, subject to the adjustments provided for in this Agreement for the events that occurred on and after the date hereof and prior to the occurrence of such Liquidity Event as if such Exercise Price had been the Exercise Price on the date hereof. (d) Each 2nd Anniversary Warrant, when exercised, shall initially entitle the Holder thereof, subject to adjustment pursuant to the terms of this Agreement, to purchase [·] shares of Common Stock. The Holder exercise price of each 2nd Anniversary Warrant is equal to the 2nd Anniversary Warrant Exercise Price; provided, however, if a Liquidity Event occurs prior to the fixing of the 2nd Anniversary Warrant Exercise Price, the exercise price for each 2nd Anniversary Warrant shall become immediately prior to the consummation of that Liquidity Event (i) if the 1st Anniversary Warrant Exercise Price has been fixed prior to that time, the 1st Anniversary Warrant Exercise Price or (ii) if the 1st Anniversary Warrant Exercise Price had not been fixed prior to that time, $8.10 per share, subject to the adjustments provided for in this Agreement for events that occurred on and the Company shall maintain records showing the number of Warrant Shares purchased and after the date hereof and prior to the occurrence of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached Liquidity Event as Annex B hereto (the "if such Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, Price had been the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated Price on the face date hereof.

Exercise. (a) Exercise Redeemable Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Redeemable Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, PROVIDED that the Warrant Certificate representing such Redeemable Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by certified or bank check made payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Exercise Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Redeemable Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock or Units, as the case may be, which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock or Units, as the case may be, issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five Business Days after such date, if one or more Redeemable Warrants have been exercised, the Warrant Agent on or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock or Units, as it the case may designate by notice be, deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Redeemable Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount, in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company, equal to the Exercise Price for such Redeemable Warrants less any amount payable to the Representatives under Section 4(b) below, to be deposited promptly in the Company's bank account. (b) At any time upon the exercise of a duly executed copy any one or more Redeemable Warrants occurring on or after the first anniversary of the Notice Initial Warrant Exercise Date, the Warrant Agent shall, on a daily basis, within five Business Days after such exercise, notify the Representatives, its successors or assigns of the exercise of any such Redeemable Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Exercise Form attached as Annex A hereto. Within three Trading Price, but in no event later than five Business Days following after the last day of the calendar week in which such funds were tendered), remit to the Representatives an amount equal to five percent of the Exercise Price of such Redeemable Warrants being then exercised; PROVIDED, HOWEVER, that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments to the Representatives shall be suspended until the amount payable aggregates $1,000; and PROVIDED, FURTHER, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly; and provided, further, that such remittance to the Representatives shall not be made with respect to any exercise of any Redeemable Warrant (i) that has an Exercise Price greater than the Current Market Price on the date of exercise, (ii) if such Redeemable Warrant is held in a discretionary account at the time of exercise and prior specific approval for exercise is not received from the Registered Holder thereof, or (iii) if the exercise of such Redeemable Warrant was not solicited by the Representatives. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any Redeemable Warrant or Redeemable Warrants, but instead shall pay cash in lieu of fractional interests based upon the current market value of any fractional shares. (d) The Warrant Agent shall retain for a period of two years from the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise any Warrant Certificate received by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct it upon such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofexercise.

Exercise. (a) Exercise of the purchase rights represented by this Each Class A Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times on or after the Initial Class A Warrant Exercise Date, but not after the Class A Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Class A Warrant Certificate. A Class A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Class A Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Class A Warrant and shall notify the Company in writing of the exercise of the Class A Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Class A Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Class A Warrants. Upon the exercise of any Class A Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Class A Warrant (the "Class A Warrant Proceeds") to the Company or as the Company may direct in writing, subject to the provisions of Section 4 hereof. (b) In the event that Class A Warrants have not been exercised or redeemed on or before the Termination Date by delivery Class A Warrant Expiration Date, the Company promptly shall issue to the Company (or Registered Holders of such other office or agency Class A Warrants shares of the Company as it may designate by notice Common Stock in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex exchange for such expired Class A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified Warrants in the applicable Notice ratio of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(cone (1) below is specified in the applicable Notice share of ExerciseCommon Stock for each one thousand (1000) expired Class A Warrants. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender issue fractions of shares of Common Stock and shall not be required to pay cash in lieu thereof under this Warrant to the Company until the Holder has purchased all paragraph (b) in respect of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days amounts of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Class A Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofone thousand (1000).

Exercise. 1 Number of warrants to equal (i) 30% of each Purchaser’s Principal Amount in respect of the First Tranche Closing divided by the VWAP of the Common Stock on December 28, 2022 minus (ii) the number of Warrants issued to each Purchaser under the First Tranche Closing. 2 The Initial Exercise Date will be the applicable date of the Amendment. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form attached as Annex A heretoannexed hereto (the “Notice of Exercise”). Within three the earlier of (i) two Trading Days following the date of exercise as aforesaidaforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If In the event that the Holder is required to make any payments to the Company's ’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancyThe Holder, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereeWarrant, acknowledges and agrees that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Subject to the provisions of Sections 4 and 7, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be made, exercised in whole or in part, part at any time during the period (the "Exercise Period") commencing on _______________, 2000__ (the "Exercise Date") until ________________, 200___ (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent and the Registered Holders of any such extension of the Exercise Period. A Warrant shall be deemed to have been exercise immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or times on or after the Initial Exercise Date his attorney duly authorized in writing and on or before the Termination Date by delivery shall be delivered, together with payment therefore, to the Company at its corporate offices located at #29B Ebony Tower, President Park, 99 Sukhumvit 24 Road, Bangkok 10110 Thailand (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company"Corporate Office"), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ check, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of aggregate Exercise Price, in lawful money. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchases. Upon exercise of any Warrant Shares as of the Warrants represented hereby, close of business on the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercisedDate. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares so issued and set forth in Section 4 have been satisfied as of the number of Warrants still outstanding hereunderExercise Date. The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interests in Warrant Shares issuable or deliverable on the event exercise of any dispute Warrant, or discrepancyscrip or cash therefore, and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the Exercise Grid number of full Shares which shall be controlling and determinative in issuable on exercise thereof shall be computed on the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason basis of the provisions aggregate number of this Section 2(a)full Shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to the Expiration Date, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant. The Company may deem and treat the Registered Holders of the Warrants as the absolute owners thereof for purchase hereunder at all purposes, and the Company shall not be affected by any given time may be less than notice to the amount stated contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the face hereofCommon Stock unless the Registered Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to any such dividend or other rights.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same, a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company and the Representative in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) If at the time of exercise of any Warrant commencing one year after the date of issuance (i) the market price of the Company's Common Stock is equal to or greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant is solicited by the Representative or another broker-dealer who is at such time is a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the exercise of the Warrant is not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), then the Representative shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised a fee (the "Exercise Fee") of a duly executed copy five percent (5%) of the Notice aggregate Purchase Price of Exercise Form attached as Annex A hereto. Within three Trading Days the Warrants so exercised commencing in the second year following the date of exercise as aforesaidissuance. Anything to the contrary in the foregoing notwithstanding, no Exercise Fee with respect to any Warrants exercised shall be payable to the Representative if the payment of the Exercise Fee with respect to such Warrants would be in violation of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the NASD or applicable state securities or "blue sky" laws, or the Warrants are Common Stock Warrants underlying the Representative's Warrants. The procedures for payment of the warrant solicitation fee are set forth in Section 5(c) below. (1) Within ten (10) days after the last day of each month commencing with ________, 1999, the Holder Warrant Agent will notify the Representative of each Warrant Certificate which has been properly completed for exercise by holders of Warrants during the last month. The Company and Warrant Agent shall deliver determine, in their sole and absolute discretion, whether a Warrant Certificate has been properly completed. The Warrant Agent will provide the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent Representative with such information in connection with its the exercise of this each Warrant resulting as the Representative shall reasonably request. (2) The Company hereby authorizes and instructs the Warrant Agent to deliver to the Representative the Exercise Fee promptly after receipt by the Warrant Agent from any failure or alleged failure the Company of a check payable to the order of the Representative in the amount of the Exercise Fee. In the event that an Exercise Fee is paid to the Representative with respect to a Warrant which the Company or the Warrant Agent determines is not properly completed for exercise or in respect of which the Representative is not entitled to pay the transfer agentan Exercise Fee, the Holder may deduct Representative will be instructed by the Warrant Agent to return such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein Fee to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder Agent which shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered forthwith return such fee to the Company. Partial exercises of this Warrant resulting in purchases of a portion of While the total number of Warrant Shares available hereunder shall have Warrants are outstanding, the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder Representative and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. Notwithstanding any provision to the contrary, the provisions of Section 4(b) and 4(c) may not be modified, amended or deleted without the prior written consent of the Representative. (d) The Company shall maintain records showing not be obligated to issue any fractional share interests or fractional warrant interests upon the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip in lieu of the Warrants represented herebyfractional interests. However, the Company shall deliver to pay the Registered Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, fractional warrant interest an amount in cash based upon the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason average of the provisions of this Section 2(a), following high and low bid prices for the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated Common Stock on the face hereofNASD Electronic Bulletin Board (or if applicable The NASDAQ Stock Market) during the ten day trading period immediately preceding the date of exercise.

Exercise. (a) Exercise of Any or all Warrants shall be exercisable only by the purchase rights represented Registered Holder and only by this delivery to the Warrant may be made, in whole or in part, at any time or times Agent on or after the Initial Exercise Date and on or before the Termination applicable Expiration Date (i) at the Corporate Agency Office (A) a written notice of such Registered Holder’s election to exercise Warrants, duly executed by delivery such Registered Holder or such Registered Holder’s duly authorized attorney (which, in the case of Warrants evidenced by a Warrant Certificate, shall be in the form set forth on the reverse of, or attached to, such Warrant Certificate and in the case of Warrants not evidenced by a Warrant Certificate, a notice containing substantially the same information required by such form), which notice shall specify the number of Warrants to be exercised by such Holder and (B) any Warrant Certificate evidencing such Warrants and (b) payment by official bank or certified check made payable to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number Exercise Price in good funds in accordance with the terms of this Agreement. A Warrant Shares purchased. The Holder shall be deemed to have been exercised immediately prior to the close of business on the date when all of the conditions to exercise have been satisfied and the person entitled to receive the Ordinary Shares deliverable upon such exercise shall be treated for all purposes as the holder of those Ordinary Shares as of the close of business on such date, provided that the payment of the exercise price is cleared. As soon as practicable on or after the date of exercise, the Warrant Agent shall deposit the proceeds received from the exercise of any Warrant into a segregated account and shall notify the Company shall maintain records showing in writing of such exercise. Promptly following the number clearance of Warrant Shares purchased payment of the Exercise Price, and in any event within five days after the date of such purchasesnotice from the Warrant Agent (but only if the payment of the Exercise Price is cleared by that date), the Warrant Agent, on behalf of the Company, shall cause the Transfer Agent to issue and deliver to the person or persons entitled to receive the same, the Ordinary Shares deliverable upon such exercise. Upon The Warrant Agent shall remit any and all amounts received upon the exercise of any Warrants (the "Warrant Proceeds") to the Company (or as the Company may direct in writing) promptly after the clearance of the funds and the issuance of the Ordinary Shares purchased. If fewer than all the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised shall be executed by the Company. The Warrant Agent shall countersign the new Warrant Certificate, registered in the name of the Registered Holder of the original Warrant Certificate, or as otherwise directed in writing by such Registered Holder and otherwise in accordance with the provisions of this Agreement, and shall deliver the new Warrant Certificate to the person or persons in whose name such new Warrant Certificate is so registered. (b) Notwithstanding the aforementioned, the following provisions will apply with respect to the exercise of the Warrants represented herebyheld of record by the TASE Nominee (it being understood that these procedures would not apply to any Warrants held by the TASE Nominee through its account with The Depository Trust Company): (1) A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date when all of the conditions to exercise set forth in paragraph (2) below have been satisfied and the TASE Nominee shall be treated for all purposes as the holder of the Ordinary Shares deliverable upon the exercise of the Warrant as of the close of business on such date. (2) In lieu of the procedures for exercise set forth in Section 4(a) above, the TASE Nominee may exercise its Warrants at any time on or after the Initial Exercise Date but not after the applicable Expiration Date by (i) delivery directly to the Company of an exercise notice (which may be in Hebrew) and in form agreed between the Company and the TASE Nominee and (ii) payment of the Exercise Price in NIS in accordance with the representative rate most recently published by the Bank of Israel prior to the date of exercise. The method of payment will be as agreed between the Company and the TASE Nominee. On the date of exercise or as soon as practicable thereafter, the TASE Nominee shall deliver for cancellation to the Company any Warrant Certificates evidencing the Warrants exercised; it being understood that any failure to deliver shall affect the validity of the exercise. (3) As soon as practicable on or after the date of exercise by the TASE Nominee, the Company shall deliver to notify the Holder a warrant exercise grid Warrant Agent in the form attached as Annex B hereto (the "Exercise Grid") with notations as to writing of the number of Warrants so exercised by the TASE Nominee and shall deliver to the Warrant Agent any Warrant Certificates evidencing the Warrants exercised. The Warrant Agent shall promptly thereafter cause the Transfer Agent to issue and deliver to the TASE Nominee the Ordinary Shares deliverable upon such exercise and the Warrant Agent shall, if fewer than all Warrants evidenced by a Warrant Certificate were exercised, issue and deliver to the TASE Nominee a Warrant Certificate for any remaining unexercised Warrants evidenced by the Warrant Certificate being exercised. (c) The Warrants are not exercisable unless, at the time of exercise, the Company has a current prospectus covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, or such issuance is exempt under the and the Ordinary Shares have been registered, qualified or deemed to be exempt under the U.S. federal securities laws and under the securities or “blue sky” laws of the states of residence of the exercising U.S. holder of the Warrants. The Company has filed a registration statement of which the Prospectus is a part, which registration statement has been declared effective by the SEC, covering the issuance of the Warrants and the Ordinary Shares issuable upon the exercise of the Warrants. The Company will in good faith and as expeditiously as reasonably possible, endeavor to maintain such registration statement effective and keep the Prospectus current. Unless notified to the contrary by the Company or its counsel, the Warrant Agent shall be entitled to assume that it may issue Ordinary Shares so issued and upon the number exercise of Warrants still outstanding hereunderin compliance with all applicable federal and state securities laws. The In no event shall the Registered Holder of a Warrant be entitled to receive any monetary damages if the issuance of the Ordinary Shares underlying the Warrants is not covered by an effective registration statement or current prospectus. (d) Notwithstanding anything to the contrary contained in this Agreement, in accordance with applicable TASE Directives and as long as the Company’s Ordinary Shares are traded on TASE, no exercise of Warrants will be permitted on the record date for the following events: (i) a distribution of bonus shares; (ii) a rights offering; (iii) a distribution of dividends; (iv) a unification of capital; (v) a stock split; or (vi) a reduction in capital (any of the foregoing “Company shall deliver any objection Event”). In addition, if the “X Date” (as such term is defined in the TASE Directives) occurs prior to any Notice of Exercise Form within two Trading Days of delivery the record date of such noticeCompany Event, no exercise of Warrants will be permitted on such X Date. In “TASE Directives” means the event of any dispute or discrepancydirectives, rules and regulations published by the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereeTASE, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given as established from time may be less than the amount stated on the face hereofto time.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form attached as Annex A in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on from a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Each Subscription Certificate shall be transferable and shall, its having been exercised by the holder thereof in the manner set forth in the Prospectus, become irrevocable after receipt of payment for shares by the Agent. The Agent shall, in its capacity as Transfer Agent for the Fund maintain a register of Subscription Certificates and the Record Date Shareholders. Each Subscription Certificate shall, subject to the provisions thereof, entitle the holder thereof to the right (the "Primary Subscription Right") to purchase rights represented by this Warrant during the Primary Subscription, as defined in the Prospectus, at the Subscription Price, as defined in the Prospectus, one share of Common Stock for each Right held. In addition, each Subscription Certificate shall, subject to the provisions thereof, entitle Record Date Shareholders and persons who become holders of Rights who are not Record Date Shareholders ("Rights Holders") who exercise their Rights in the Primary Subscription ("Exercising Rights Holders") the right (the "Over-Subscription Right") to purchase from the Fund additional shares subject to the availability of such shares and to allotment of such shares as may be madeavailable among Exercising Rights Holders who exercise Over-Subscription Rights on the basis specified in the Prospectus; provided, however, that an Exercising Rights Holder who has not exercised his Primary Subscription Rights with respect to the full number of Rights issued to him shall not be entitled to any Over-Subscription Rights. (b) Record Date Shareholders and Rights Holders may acquire shares of Common Stock in whole or in part, at any time or times on or after the Initial Exercise Date Primary Subscription and on or before pursuant to the Termination Date Over-Subscription Privilege by delivery to the Company Agent as specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Record Date Shareholder or such other office or agency Rights Holder in accordance with and as provided by the terms and conditions of the Company Subscription Certificate, together with (ii) payment in full for the shares to be purchased at the estimated purchase price as it may designate disclosed in the Prospectus, in U.S. dollars by notice money order or check drawn on a bank or branch located in writing the United States, in each case payable to the registered Holder at the address order of the Holder appearing on the books of the CompanyFund. (c) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following Rights may be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern time on such date as the Fund shall designate to the Agent in writing (the "Expiration Date"). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the Shareholder Services Division of the Agent specified in the Prospectus. All questions as aforesaidto the validity, form, eligibility and acceptance of Subscription Certificates will be determined by the Fund. (d) Notwithstanding the provisions of Section 3(b) and 3(c) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. Eastern time on the Expiration Date, if prior to such time the Agent receives a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a financial institution that is a member of the Securities Transfer Agents Medallion Program, the Holder shall deliver Stock Exchange Medallion Program or the aggregate Exercise New York Stock Exchange Medallion Signature Program guaranteeing delivery of (i) payment of the full Estimated Subscription Price for the shares specified of Common Stock subscribed for in the applicable Notice Primary Subscription and any additional shares of Exercise by wire transfer or cashier's check drawn on a United States bankCommon Stock subscribed for pursuant to the Over-Subscription Privilege, unless the cashless exercise procedure specified (ii) payment in Section 2(c) below is specified in the applicable Notice full of Exercise. If the Holder is any additional amount required to make any payments to be paid if the Company's stock transfer agent actual Subscription Price is in connection with its excess of the Estimated Subscription Price, and (iii) a properly completed and executed Subscription Certificate, then such exercise of this Warrant resulting from any failure or alleged failure Primary Subscription Rights and Over-Subscription Rights shall be regarded as timely, subject, however, to receipt of the Company to pay duly executed Subscription Certificate and full payment for the transfer agent, Common Stock based on the Holder may deduct such sums it pays Estimated Subscription Price by the transfer agent from Agent within three Business Days (as defined below) after the total Exercise Price dueExpiration Date. Notwithstanding anything herein to For the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all purposes of the Warrant Shares available hereunder Prospectus and the Warrant has been exercised in fullthis Agreement, in "Business Day" shall mean any day on which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise trading is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated conducted on the face hereofNew York Stock Exchange.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or before after the Termination Exercise Date by delivery to the Company (Warrant Agent shall deposit in a non-interest bearing account at Chase Manhattan Bank or such other office or agency bank as the Warrant Agent may designate, the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the Company as it may designate by notice in writing to the registered Holder at the address exercise of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoWarrants. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant toPromptly following, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation any event within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and five days after the date of such purchasesnotice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the Warrants represented herebyfunds received, the Company Warrant Agent shall deliver to promptly remit the Holder a warrant exercise grid in payment received for the form attached as Annex B hereto Warrant (the "Exercise GridWarrant Proceeds") with notations as to the number Company or as the Company may direct in writing. (b) If, subsequent to _____________, 2002 in respect of Warrants the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrants, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and such member was designated in writing by the holder of such Warrant as having solicited such Warrant, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised, shall, on behalf of the Company, pay to Security Capital, or to the NASD member soliciting such Warrant(s) if not Security Capital, from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price (of which 1% may be reallowed to the dealer who solicited the exercise, which may also be Security Capital). Within five days after exercise, the Warrant Shares so issued Agent shall send Security Capital a copy of the reverse side of each Warrant exercised. Security Capital shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section. In addition, Security Capital and the number Company may at any time during business hours, examine the records of Warrants still outstanding hereunderthe Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a)paragraph may not be modified, following amended or deleted without the purchase prior written consent of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofSecurity Capital.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be made, in whole or in part, exercised at any time or times on or from time to time from and after the Initial Exercise Vesting Date and before 5:00 P.M., Eastern Standard Time, on or before , 200 on any business day, for the Termination Date full number of shares of Common Stock called for hereby, by delivery to the Company (or such other office or agency of the Company as surrendering it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books principal office of the Company) of a , at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, with the subscription form duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidexecuted, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection together with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder payment in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant Shares purchased 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 order of the Company, 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 purchasessum, as Holder may determine. 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 a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of any this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the Warrants represented herebysame tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to 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 Holder person or persons entitled to receive the same a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to certificate or certificates for the number of Warrants so exercisedfull shares of Common Stock issuable upon such exercise, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event together with cash, in lieu of any dispute or discrepancyfraction of a share, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason equal to such fraction of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated then Fair Market Value on the face hereofdate of exercise of one full share of Common Stock.

Exercise. (a) Each Warrant shall entitle the Holder, subject to the provisions of this Agreement, to purchase one share of Common Stock (subject to adjustment pursuant to Section 7 below) at the Exercise Price if the Warrant is exercised during the Exercise Period. After the lapse of the purchase rights Exercise Period, the Warrants shall no longer be exercisable. (b) The Holder may exercise all or any whole portion of such Warrants during the Exercise Period by: i. presenting and surrendering to the Stockholders the Warrant Certificate representing all or any whole portion of the Warrants desired to be exercised; ii. duly executing and delivering the subscription form on the reverse side of the Warrant Certificate (the "Subscription Form"), indicating the number of Warrants being exercised and the number of shares of Common Stock being purchased upon exercise; and iii. paying in full the Exercise Price for each Warrant being exercised by wire transfer in immediately available funds to each Stockholder in accordance with his pro rata percentage as set forth on Exhibit A. A Warrant will be deemed to have been exercised on the date that the Stockholders receive the Warrant Certificate, Subscription Form and payment in full (in the manner set forth above) of the Exercise Price of the Warrants being exercised. (d) If less than all of the Warrants represented by this a Warrant may be madeCertificate are exercised, in whole or in part, at the Stockholders shall issue a new Warrant Certificate for the remaining number of Warrants. (e) In the event that any time or times on or after Stockholder holds Common Stock that has been registered for public sale by such Stockholder under the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidSecurities Act, the Holder shall deliver be entitled (upon exercise of the aggregate Warrants under the terms hereof and without acceleration of the Exercise Price Period) to receive from such Stockholder the number of shares of Common Stock provided for hereunder, split between registered and non-registered shares of Common Stock in proportion to the number of such registered and non-registered shares specified in of Common Stock held by such Stockholder; provided, that the applicable Notice number of Exercise by wire transfer or cashier's check drawn on a United States bank, unless shares of registered Common Stock to be delivered shall be rounded down to the cashless exercise procedure specified in Section 2(c) below is specified in nearest whole share. In the applicable Notice of Exercise. If event that the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure exercises less than all of the Company to pay the transfer agentWarrants, the Holder may deduct designate in a transmittal letter all or any whole portion of Warrants being exercised hereunder as pertaining first to registered shares to which Holder is otherwise entitled pursuant to this subsection; provided, that such sums it pays designation and the transfer agent from resulting exercise shall directly reduce the total Exercise Price duenumber of registered shares available through future exercise of Warrants. (For example, if 20% of the shares held by a Stockholder have been registered for public sale by such Stockholder under the Securities Act, then 20% of the shares deliverable by such Stockholder upon exercise of all of the Warrants (rounded down to the nearest whole share) shall be such registered shares. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)foregoing, the Holder shall not be required entitled, in such case, to physically surrender this Warrant receive only registered shares (if he so designates) upon the exercise of up to 20% of the Warrants; if the Holder were to exercise 20% of the Warrants and designate that such exercise be in exchange for registered shares, then all future exercises of Warrants would entitle the Holder to receive only unregistered shares, unless additional shares are registered for public sale by such Stockholder.) (f) Notwithstanding anything to the Company until contrary in this Agreement, the Stockholders may sell all or any of the shares of Common Stock owned by them at any time, provided that the proceeds of such sales are made available to the Holder has purchased all in accordance with the following provisions. If a Stockholder sells a portion of his shares of Common Stock after the Warrant Shares available hereunder and the Warrant has been exercised in full, in which casedate hereof, the Holder shall surrender this Warrant be entitled (upon exercise of the Warrants under the terms hereof and without acceleration of the Exercise Period) to receive from such Stockholder shares of Common Stock as otherwise provided hereunder and Stockholder's Per Share Proceeds, split in proportion to the Company for cancellation within two Trading Days number of shares of Common Stock held by such Stockholder following such sale and the number of shares of Common Stock sold by such Stockholder with respect to such sale and additional sales occurring after the date hereof; provided, that the number of shares of Common Stock to be delivered shall be rounded up to the nearest whole share and the Stockholder's Per Share Proceeds to be delivered shall reflect (to the extent reasonably practicable) the mix of Stockholder's Per Share Proceeds received by such Stockholder in connection with all sales occurring after the date hereof. In the event that the Holder exercises less than all of the date Warrants, the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting Holder may designate in purchases of a transmittal letter all or any whole portion of Warrants being exercised hereunder as pertaining first to Stockholder's Per Share Proceeds to which Holder is otherwise entitled pursuant to this subsection; provided, that such designation and the resulting exercise shall directly reduce the amount of Stockholder's Per Share Proceeds available through future exercise of Warrants. The "Stockholder's Per Share Proceeds" means the total tangible consideration (i.e., cash, securities and/or other property) received by such 5 Stockholder as proceeds from a sale of Common Stock after the date hereof (without reduction for any encumbrance or lien on such shares), divided by the total number of Warrant Shares available hereunder shall have shares of Common Stock so sold. (For example, if 20% of the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and shares held by a Stockholder are sold after the date hereof, then 20% of the consideration deliverable by such purchases. Upon Stockholder upon exercise of any all the Warrants shall be Stockholder's Per Share Proceeds. Notwithstanding the foregoing, Holder shall be entitled, in such case, to receive only Stockholder's Per Share Proceeds (if he so designates) upon the exercise up to of 20% of the Warrants; if Holder were to exercise 20% of the Warrants represented herebyand designate that such exercise be in exchange for Stockholder's Per Share Proceeds, the Company shall deliver to then all future exercises of Warrants would entitle the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number receive only shares of Warrants so exercisedCommon Stock, the Warrant Shares so issued and the number unless such Stockholder sells further shares of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(aCommon Stock.), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after February 18, 1999 and prior to 5:00 P.M., Eastern Standard Time on February 18, 2001, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion second anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. The Put Option may be exercised by ADPM at any time within 15 (fifteen) Business Days following (i) a disagreement between Aeroinvest and ADPM with respect to any decision adopted by the Board of Directors of SETA or by an Ordinary or Extraordinary Shareholders Meeting of SETA, which having being previously subject to a vote at a meeting of the Board of Directors of SETA or at an Ordinary or Extraordinary Shareholders Meeting of SETA, was not approved with the favorable vote of the Shares owned by ADPM or of the Directors nominated by ADPM, or (ii) a Board of Directors of GACN or an Ordinary or Extraordinary Shareholders Meeting of GACN held without first having held a Board of Directors of SETA to adopt, as between Aeroinvest and ADPM, the common proposals and positions to be submitted or approved by (a) Exercise the individuals nominated by SETA as board members in the board of GACN in respect of any and all matters to be decided in such board meeting of GACN; or (b) SETA in such shareholders meeting of GACN in respect of any and all matters to be decided in such shareholders meeting of GACN; provided that such failure to hold first such a Board of Directors of SETA does not derive from ADPM’s failure to attend such Board of Directors of SETA for reasons within its control. The date on which the purchase rights represented by this Warrant Board of Directors of SETA or Ordinary or Extraordinary Shareholders Meeting of SETA referred to in (i) above is held and/or the date on which the Board of Directors of GACN or Ordinary or Extraordinary Shareholders Meeting of GACN referred to in (ii) above is held, hereinafter the “Date of Disagreement”. A Put Option may be made, in whole or in part, at any time or times on or after exercised by ADPM by delivering a written notice to Aeroinvest (a “Put Option Notice”) specifying the Initial Exercise Date and on or before the Termination Date by delivery to the Company Put Option Price (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Companydefined below), the Holder whereupon ADPM shall not be required to physically surrender this Warrant to the Company until the Holder has purchased sell and Aeroinvest shall purchase all of the Warrant such Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder owned by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofADPM.

Exercise. Landlord hereby grants to Tenant one (a1) Exercise option (referred herein to as the "Option") to renew and extend the term of this Lease for a period of three (3) years (such three-year term is referred to herein as the "Option Term"). The Option must be exercised by written notice ("Option Notice") received by Landlord no later than the date that is six (6) months prior to the expiration of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after then current term of the Initial Exercise Date Lease and on or before no earlier than the Termination Date by delivery date that is nine (9) months prior to the Company (or such other office or agency expiration of the Company as it may designate by notice in writing to the registered Holder at the address then current term of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoLease. Within three Trading Days following the date of exercise as aforesaidFurthermore, the Holder Option shall deliver not be deemed to be properly exercised if Tenant is prohibited from exercising the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer Option pursuant to subparagraphs (i) or cashier's check drawn on a United States bank(ii), unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercisebelow. If the Holder Option is required not properly exercised within the Option Notice period in the manner prescribed herein, it shall expire and be of no further force and effect. Time is of the essence. Tenant may not revoke an election of the Option once Tenant makes an election to make exercise such Option. Provided that Tenant has properly exercised the Option, the term of the Lease shall be extended for the Option Term, and all terms, covenants and conditions of the Lease shall remain unmodified and in full force and effect, except that the Base Rent shall be modified as set forth in Paragraphs 2.3(b) below. (i) If Tenant is in default under any payments provision of this Lease, then Tenant may not exercise the Option. If Tenant's default is due to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company fact that Tenant has failed to pay a monetary amount due under the transfer agentLease, then the Holder Option may deduct not be exercised until such sums it pays monetary amount is paid before the transfer agent from Option Notice period expires. If such default is the total Exercise Price dueresult of Tenant's failure to perform a non-monetary obligation and Tenant has received written notice of such default, then Tenant may only exercise the Option if Tenant properly cures such non-monetary default within the stated cure period before the Option Notice period expires. Notwithstanding anything herein to The period of time within which the contrary (although the Holder Option may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder be exercised shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute extended or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, enlarged by reason of the provisions Tenant's inability to exercise such Option because of Tenant's default. (ii) The Option granted to Tenant in this Lease is personal to Tenant and may not be exercised or assigned, voluntarily or involuntarily, by or to any person or entity (including, but not limited to, any consented to or permitted assignee or sublessee under Article Nine of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less Lease) other than the amount stated on the face hereofnamed Tenant in Article One of this Lease. The Option herein granted to Tenant is not assignable to any person separate and apart from this Lease.

Exercise. (a) Exercise of the purchase rights represented by this Warrant Warrants may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Exercise Date Effective Date, but not after the Expiration Date, upon the terms and on or before the Termination Date by delivery subject to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified conditions set forth herein and in the applicable Notice Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the Exercise Form thereon duly executed by wire transfer the Registered Holder thereof with such Registered Holder's signature guaranteed, together with payment in cash or by bank or cashier's check drawn on a made payable to the order of the Company, of an amount in lawful money, of the United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount America equal to the applicable number of Exercise Price, has been received in good funds by the Warrant Shares purchasedAgent or the Company. The Holder and If received by the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented herebyCompany, the Company shall deliver the original Warrant Certificate and Exercise Form to the Holder Warrant Agent as soon as practicable. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a warrant Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise grid of Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the form attached as Annex B hereto Company's bank account. (b) If any Warrants are exercised which exercise was solicited by a broker-dealer with whom the Company agreed in writing to pay a solicitation fee for exercise of the Warrant (a "Broker-Dealer"), then the soliciting Broker-Dealer shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised, a fee of not less than six percent (6%) and not greater than ten percent (10%), the exact percentage to be determined by a separate agreement between the Company and the Broker-Dealer, of the aggregate price of the Warrants so exercised (the "Exercise GridFee"); provided, that, at the time of exercise, (i) with notations as the market price of the Company's Common Stock is equal to or greater than the Exercise Price, (ii) the Broker-Dealer is a member of the National Association of Securities Dealers, Inc., (iii) the Warrant is not held in a discretionary account, unless prior specific written approval for exercise has been received by the Broker-Dealer from its customer, (iv) disclosure of the compensation arrangement is made in documents provided to the number holders of Warrants so exercisedthe Warrants, and (v) the solicitation of the Warrant is not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. Within five (5) days after the end of each month, the Warrant Shares so issued and Agent will notify the number Company of each Warrant Certificate which has been properly completed for exercise by holders of Warrants still outstanding hereunderduring the last month. The Warrant Agent will provide the Company with such information, in connection with the exercise of each Warrant, as the Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such noticereasonably request. In the event that an Exercise Fee is paid to a Broker-Dealer with respect to a Warrant which was not properly completed for exercise or in respect of which such Broker-Dealer is not entitled to an Exercise Fee, such Broker-Dealer will return such Exercise Fee to the Company. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any dispute Warrant or discrepancyWarrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fractional interest shall be rounded up to the nearest whole figure. (d) Anything in this Section 4 notwithstanding, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission, and there shall be then effective, a registration statement under the Securities Act of 1933, as amended (the "Act") covering the offer and sale of the shares of Common Stock issuable upon exercise of such Warrant and such offer and sale of the shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Warrant. (e) In addition, if it is required by law and upon instruction by the Company, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Warrant Agent will deliver to each Registered Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of a prospectus that complies with the provisions of this Section 2(a), following the purchase of a portion 5 of the Securities Act, as amended, and the Company agrees to supply the Warrant Shares hereunder, the Agent with a sufficient number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofprospectuses to effectuate that purpose.

Exercise. (a) Exercise Subject to the provisions of Sections 4 and 7, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be made, exercised in whole or in part, part at any time during the period (the "Exercise Period") commencing on _______________, 2000__ (the "Exercise Date") until ________________, 200___ (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent and the Registered Holders of any such extension of the Exercise Period. A Warrant shall be deemed to have been exercise immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or times on or after the Initial Exercise Date his attorney duly authorized in writing and on or before the Termination Date by delivery shall be delivered, together with payment therefor, to the Company at its corporate offices located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 205, Vancouver, B.C., Canada V5Y 3J6 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company"Corporate Office"), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullcash or by official bank or certified check, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of aggregate Exercise Price, in lawful money. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchases. Upon exercise of any Warrant Shares as of the Warrants represented hereby, close of business on the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercisedDate. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares so issued and set forth in Section 4 have been satisfied as of the number of Warrants still outstanding hereunderExercise Date. The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interests in Warrant Shares issuable or deliverable on the event exercise of any dispute Warrant, or discrepancyscrip or cash therefor, and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the Exercise Grid number of full Shares which shall be controlling and determinative in issuable on exercise thereof shall be computed on the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason basis of the provisions aggregate number of this Section 2(a)full Shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to the Expiration Date, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a ertificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant. The Company may deem and treat the Registered Holders of the Warrants as he absolute owners thereof for purchase hereunder at all purposes, and the Company shall not be affected by any given time may be less than notice to the amount stated contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the face hereofCommon Stock unless the Registered Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to any such dividend or other rights.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the cash or check received from the exercise of a Warrant in an account for the benefit of the Company and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent to the person or persons entitled to receive the same a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), provided that the Warrant Agent shall refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or as the Company may direct in writing. Notwithstanding anything in the foregoing to the contrary, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission a registration statement under the Act covering the shares of Preferred Stock issuable upon exercise of such Warrant and such shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of such Warrant. The Company shall use its best efforts to have all shares so registered or qualified on or before the Termination date on which the Warrants become exercisable. (b) If, on the Exercise Date in respect of the exercise of any Warrant at any time on or after the first anniversary of the date hereof, (i) the Market Price of the Preferred Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by delivery the Underwriter at such time as the Underwriter is a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant was not held in a discretionary account, (iv) disclosure of the compensation arrangement was made both at the time of the original offering and at the time of exercise, and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Underwriter shall be entitled to receive, upon exercise of the Warrant(s), a fee of five percent (5%) of the Purchase Price (the "Solicitation Fee"). Within five days after the exercise, the Warrant Agent shall send to the Underwriter a copy of the reverse side of the Warrant certificate relating to each Warrant exercised. In the event the Underwriter is entitled to a Solicitation Fee with respect to any such exercise, the Underwriter shall deliver to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Companyi) of a duly executed copy of the Notice reverse side of Exercise Form attached as Annex A heretothe Warrant(s) and (ii) a certificate, executed by the President or Vice President of the Underwriter, certifying that the conditions set forth above have been met with respect to such exercise. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise five days after receipt thereof by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver remit to the Holder a warrant exercise grid in Underwriter the form attached as Annex B hereto (Solicitation Fees to which the "Exercise Grid") Underwriter is entitled. The Underwriter shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with notations as this Section 4(b). In addition, the Underwriter and the Company may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the number Warrant Agent upon exercise of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunderWarrants. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a)paragraph may not be modified, following amended or deleted without the purchase of a portion prior written consent of the Warrant Shares hereunder, Underwriter and the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCompany.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Subject to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a8.6, the Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), following which shall be irrevocable except as set forth in this Section 8.6(a). The redemption shall occur on the purchase Specified Redemption Date; provided, however, a Specified Redemption Date shall not occur until on or after the First Redemption Date (or such later date as may be specified pursuant to any agreement with an Original Limited Partner); and provided further that a holder of Class A Units shall not exercise a Redemption Right until as of the first Subsequent Closing. An Original Limited Partner may exercise a Redemption Right any time after the date hereof with an effective Specified Redemption Date as of a portion date on or after the First Redemption Date and any number of times; provided, however, that a holder of Class A Units shall not exercise a Redemption Right until as of the Warrant first Subsequent Closing. A Redeeming Partner may not exercise the Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Units held by such Redeeming Partner. If (i) an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares hereunder, otherwise than pursuant to the exercise of a Redemption Right hereunder and (ii) the issuance of a Share Amount pursuant to the exercise of a Redemption Right would violate the provisions of Section 5.2 of the Articles of Incorporation as a result of the ownership of such additional Units or Shares so acquired by such Original Limited Partner (the number of Warrant Shares available for purchase hereunder at any given time may in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the exercise of such Redemption Right to comply with the provisions of said Section 5.2 of the Articles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be less than in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the amount stated on which would be payable to such Redeeming Partner pursuant to Section 5.3 of the face hereofArticles of Incorporation if such Excess Shares were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Schedule 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any form of waiver or exemption thereunder.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be made, exercised in whole or in part, part at any time or times on or after the Initial Exercise Date and on or before prior to the Termination Date upon delivery of the notice of exercise form attached hereto as Appendix A (the “Notice of Exercise”) and payment by delivery cash, certified check or wire transfer for the aggregate Exercise Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any Business Day at the Company’s principal executive offices (or such other office or agency of the Company as it the Company may designate by notice in writing to the registered Warrant Holder). The Warrant Shares so purchased shall be deemed to be issued to the Warrant Holder at or the address Warrant Holder’s designee, as the record owner of the Holder appearing such shares, as of 5:00 P.M. New York City time on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver on which the aggregate Exercise Price shall have been paid and the completed Notice of Exercise shall have been delivered. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the applicable Notice of Exercise, shall be transmitted by the Company’s transfer agent by physical delivery to the address specified by the Warrant Holder in the Notice of Exercise, within a reasonable time, not exceeding three (3) Trading Days after this Warrant shall have been so exercised, including payment of the aggregate exercise price and the delivery of a completed Notice of Exercise (the “Warrant Share Delivery Date”). The certificates so delivered shall be in such denominations as may be requested by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified Warrant Holder and shall be registered in the applicable Notice name of Exercisethe Warrant Holder or such other name as shall be designated by the Warrant Holder. If In addition to any other rights available to the Warrant Holder, if the Company fails to deliver to the Warrant Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Warrant Holder is required by its broker to make purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Warrant Holder of the Warrant Shares which the Warrant Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Warrant Holder the amount by which (x) the Warrant Holder’s total purchase price (including customer brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Warrant Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Warrant Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Warrant Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Warrant Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate Exercise Price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Warrant Holder $1,000. The Warrant Holder shall provide the Company written notice indicating the amounts payable to the Warrant Holder in respect to the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Warrant H▇▇▇▇▇’s right to pursue any payments other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's stock transfer agent in connection with its ’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this the Warrant resulting from any failure or alleged failure of as required pursuant to the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueterms hereof. Notwithstanding anything herein to the contrary (although the Holder may surrender contrary, the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Warrant Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Warrant Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid records of the Warrant Holder shall be controlling and determinative in the absence of manifest error. The Warrant Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at its own expense and at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Warrant Holder a new Warrant evidencing the rights of the Warrant Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, provided the Warrant Holder has surrendered the Warrant at the time of exercise. (c) Notwithstanding anything to the contrary herein, the Warrant Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise, the Warrant Holder (together with the Warrant Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Warrant Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Warrant Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other shares of Common Stock or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Warrant Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Warrant Holder that the Company is not representing to the Warrant Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Warrant Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Warrant Holder) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Warrant Holder, and the submission of a Notice of Exercise shall be deemed to be the Warrant Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Warrant Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, the Warrant Holder may rely on the number of outstanding shares of Common Stock as reflected in the latest of (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Warrant Holder, the Company shall within two Trading Days confirm orally and in writing to the Warrant Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Warrant Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 2(d) may be waived by the Warrant Holder, at the election of the Warrant Holder, upon not less than 61 days’ prior notice to the Company, and the provisions of this Section 2(d) shall continue to apply until such 61st day (or such later date, as determined by the Warrant Holder, as may be specified in such notice of waiver). (d) Notwithstanding anything to the contrary herein, if at anytime after the Initial Exercise Date the Closing Price for the Company’s Common Stock is $4.25 or above for five consecutive Trading Days and the shares of Common Stock underlying this Warrant have been registered under the Securities Act for resale by such Warrant Holder, then the Company may demand that the Warrant Holders exercise any outstanding Warrants by tender of payment to the Company within five (5) days notice of such demand for exercise. Upon receipt of payment for such Warrant Shares, the Company shall cause the Warrant Shares to be issued and delivered to each Warrant Holder as provided in subparagraph (a) above.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after November 29, 1999 and prior to 5:00 P.M., Eastern Standard Time on November 29, 2004, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion fifth anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Each Warrant shall entitle the Holder thereof to purchase, for each Warrant evidenced thereby, a number of shares of Common Stock equal to the Warrant Exercise Rate in effect immediately prior to the Close of Business on the relevant Exercise Date, subject to Section 3.06, at an exercise price equal to (for the avoidance of doubt, whether or not such Warrant is exercised during the Bonus Share Period) $33.00 per Warrant, payable only in cash (the “Exercise Price”). Holders may exercise all or a portion of their Warrants or choose not to exercise any Warrants at all, or may otherwise sell or transfer their Warrants, in each case, in their sole and absolute discretion. Any Warrant exercised with an Exercise Date that is not in the Bonus Share Period will not be entitled to any Bonus Share Fraction. (b) The Company will make a public announcement by issuance of a press release of the purchase rights represented by this Bonus Share Expiration Date (and will give notice thereof to the Warrant may be madeAgent) (i) at least 20 Business Days prior to such date, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency case of the Company as it may designate by notice setting a Bonus Share Expiration Date and (ii) prior to market open on the Bonus Share Expiration Date in writing to the registered Holder at the address case of the Holder appearing on the books occurrence of the Bonus Share Price Condition. (c) The number of shares of Common Stock issuable in respect of any exercise of Warrants represented by a Global Warrant shall be determined by the Depositary (or, as may be agreed from time to time between the Calculation Agent and the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified Calculation Agent) in accordance with this Agreement; and provided further, however, that in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of event the Company to pay the transfer agent, the Holder may deduct disagrees in good faith with any such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromcalculation, the Company)’s calculation shall be determinative and final and binding on the Warrant Agent, the Holder Calculation Agent and the Holders. The number of shares of Common Stock issuable in respect of any exercise of Warrants represented through the Company’s direct registration system or the Warrant Agent’s other book-entry procedures shall not be required determined by the Warrant Agent (or, as may be agreed from time to physically surrender time between the Calculation Agent and the Company, the Calculation Agent) in accordance with this Warrant to Agreement; and provided further, however, that in the event the Company until disagrees in good faith with any such calculation, the Holder has purchased all of Company’s calculation shall be determinative and final and binding on the Warrant Shares available hereunder Agent, the Calculation Agent and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofHolders.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised by the Registered Holder thereof commencing at any time or times on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or before after the Termination Exercise Date by delivery to and in any event within five business days after such date, if one or more Warrants have been exercised, the Company (or such other office or agency Warrant Agent on behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities deliverable upon such exercise and shall cause the payment of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Purchase Price for the shares specified such securities, to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the designated bank account. (b) The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company until of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the Holder has purchased all of same time by the Warrant Shares available hereunder and the Warrant has been exercised in fullsame Registered Holder, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and whole shares which shall be issuable upon such exercise thereof shall be computed on the date basis of such purchasesthe aggregate number of shares purchasable on exercise of the Warrants so presented. Upon If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any of the Warrants represented herebyWarrant (or specified portion thereof), the Company shall deliver pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges, on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the Holder a warrant date of exercise grid of the Warrants on whichever of such exchanges or Nasdaq had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the form attached as Annex B hereto (over-the-counter market, the "Exercise Grid") with notations as current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the OTC Electronic Bulletin Board operated by Nasdaq on the last business day prior to the number date of Warrants so exercisedexercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc. on the OTC Electronic Bulletin Board operated by Nasdaq, the Warrant Shares so issued and the number current market value of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice a share of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Common Stock shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereean amount, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be not less than the amount stated on book value thereof as of the face hereofend of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.