Common use of Maximum Exercise Clause in Contracts

Maximum Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. By written notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “ Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) may be waived by the principal amount Holder upon provision of Notes issued no less than sixty-one (61) days prior written notice to the Company and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the NotesNote), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty-one (61) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes), or at such time Note referred to in the Purchase Agreement dated as a Subscriber shall notify of the date hereof among the Holder and the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such dateas amended, and (B) the Company shall not have previously obtained the vote of shareholdersmodified, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade)restated and/or supplemented from time to time, applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder ApprovalPurchase Agreement"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto).

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) the principal amount of Notes issued shall automatically become null and sold void following notice to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes)Security Agreement) and (y) may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, or at however, that, such time as a Subscriber written notice of waiver shall notify only be effective to the extent that no indebtedness (including principal, interest, fees and charges) of the Company that to the condition Holder or any of its Affiliates is outstanding. Notwithstanding the foregoing, at no time shall the Company be obligated to issue any shares of Common Stock pursuant to the terms of this Warrant, the Security Agreement, any Ancillary Agreement (as defined in (Athe Security Agreement) following this clause shall be in effect: (A) or any other applicable agreement if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) which the Company may issue pursuant to the terms of this Warrant, the Security Agreement, any Ancillary Agreement or any other applicable agreement without violating the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not have previously obtained apply in the vote event that the Company obtains the approval of shareholders, its stockholders as may be required by the applicable rules and or regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares Principal Market for issuances of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoamount.

Maximum Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. By written notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty-one (61) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes), or at such time Security Agreement dated as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which date hereof among the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thenHolder, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder and various subsidiaries of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable MaximumCompany (as amended, modified, restated and/or supplemented from time to time, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto"Security Agreement")).

Maximum Exercise. Notwithstanding anything herein to the contrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), b) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (a) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) may be waived by the principal amount Holder upon provision of Notes issued no less than sixty-one (61) days prior written notice to the Company and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued Notes referred to and then held by as defined in the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoPurchase Agreement).

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than seventy-five (75) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) shall automatically become null and void following notice to the aggregate principal amount Company upon the occurrence and during the continuance of all Notes issued an Event of Default under and sold as defined in either the Note made by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire Holder dated February 22, 2005 or the Note made by the Company to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date Holder dated May 31, 2005 (as defined in the Notessuch Notes are amended, modified or supplemented from time to time), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within three (3) business days confirm orally and regulations promulgated thereunderin writing to the Holder the number of shares of Common Stock outstanding as of any given date. By The limitations set forth herein (x) may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the CompanyCompany and (y) shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement), a Subscriber may waive except that at no time shall the provisions Company be obligated to issue any shares of Common Stock pursuant to the terms of this Section 10(aWarrant, the Purchase Agreement, any Related Agreement (as defined in the Purchase Agreement) if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue pursuant to the terms of this Warrant, the Purchase Agreement or any Related Agreement without violating the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as to itself but any required by the applicable rules or regulations of the Principal Market for issuances of Common Stock in excess of such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) amount. Notwithstanding anything contained herein to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder pursuant to the terms of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance)Warrant, the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and Purchase Agreement, any other persons whose beneficial ownership of Common Stock would be aggregated with Related Agreement (as defined in the Subscriber's for purposes of Section 13(dPurchase Agreement) of the 1934 Actor otherwise, does shall not exceed 9.999% an aggregate of the total number of issued and outstanding 13,567,898 shares of Common Stock (including subject to appropriate adjustment for such purpose the shares of Common Stock issuable upon such exercise). For such purposesstock splits, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notesstock dividends, or (2) in payment of interest thereunder, or (3) upon exercise of other similar recapitalizations affecting the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the NotesCommon Stock), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.”

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within two (2) business days confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that outstanding as of any given date. The limitations set forth herein (x) may be acquired waived by the Subscriber Holder upon exercise provision of this Warrant no less than sixty-one (or otherwise in respect hereof61) days prior written notice to the Company and (y) shall be limited automatically become null and void following notice to the extent necessary Company upon the occurrence and during the continuance of an Event of Default, except that at no time shall the Company be obligated to insure that, following such exercise (or other issuance), the total number of issue any shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything pursuant to the contrary in terms of this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date Security Agreement or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date Ancillary Agreement (as defined in the Notes), or at Security Agreement) if the issuance of such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) shares of Common Stock would exceed the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) which the Company may issue pursuant to the terms of this Warrant, the Security Agreement or such Ancillary Agreement without violating the rules or regulations of the Principal Market (as defined in the Security Agreement), except that such limitation shall not have previously obtained apply in the vote event that the Company obtains the approval of shareholders, its stockholders as may be required by the applicable rules and or regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares Principal Market for issuances of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoamount.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) the principal amount of Notes issued shall automatically become null and sold void following notice to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes)Note referred to in the Purchase Agreement) and (y) may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, or however, that, such written notice of waiver shall only be effective if delivered at such a time as a Subscriber shall notify when no indebtedness (including, without limitation, principal, interest, fees and charges) of the Company that of which the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (Holder or any successor entity or of its Affiliates was, at any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thentime, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum andowner, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise directly or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoindirectly is outstanding.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than seventy-five (75) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes), or at such time Note referred to in the Purchase Agreement dated as a Subscriber shall notify of the date hereof among the Holder and the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such dateas amended, and (B) the Company shall not have previously obtained the vote of shareholdersmodified, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable restated and/or supplemented from time to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thentime, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto“Purchase Agreement”)).

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) the principal amount of Notes issued shall automatically become null and sold void following notice to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes)Security Agreement) and (y) may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, or at however, that, such time as a Subscriber written notice of waiver shall notify only be effective to the extent that no indebtedness (including principal, interest, fees and charges) of the Company that to the condition Holder or any of its Affiliates is outstanding. Notwithstanding the foregoing, at no time shall the Company be obligated to issue any shares of Common Stock pursuant to the terms of this Warrant, the Security Agreement or any Ancillary Agreement (as defined in (Athe Security Agreement) following this clause shall be in effect: (A) if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) which the Company may issue pursuant to the terms of this Warrant, the Security Agreement or any Ancillary Agreement without violating the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not have previously obtained apply in the vote event that the Company obtains the approval of shareholders, its stockholders as may be required by the applicable rules and or regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares Principal Market for issuances of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoamount.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) may be waived by the principal amount Holder upon provision of Notes issued no less than sixty-one (61) days prior written notice to the Company and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the NotesNote), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within three (3) business days confirm orally and regulations promulgated thereunderin writing to the Holder the number of shares of Common Stock outstanding as of any given date. By The limitations set forth herein (x) may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the CompanyCompany and (y) shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement), a Subscriber may waive except that at no time shall the provisions Company be obligated to issue any shares of Common Stock pursuant to the terms of this Section 10(aWarrant, the Purchase Agreement, any Related Agreement (as defined in the Purchase Agreement) if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue pursuant to the terms of this Warrant, the Purchase Agreement or any Related Agreement without violating the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as to itself but any required by the applicable rules or regulations of the Principal Market for issuances of Common Stock in excess of such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) amount. Notwithstanding anything contained herein to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder pursuant to the terms of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance)Warrant, the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and Purchase Agreement, any other persons whose beneficial ownership of Common Stock would be aggregated with Related Agreement (as defined in the Subscriber's for purposes of Section 13(dPurchase Agreement) of the 1934 Actor otherwise, does shall not exceed 9.999% an aggregate of the total number of issued and outstanding 8,923,813 shares of Common Stock (including subject to appropriate adjustment for such purpose the shares of Common Stock issuable upon such exercise). For such purposesstock splits, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notesstock dividends, or (2) in payment of interest thereunder, or (3) upon exercise of other similar recapitalizations affecting the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the NotesCommon Stock), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.”

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than seventy-five (75) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) shall automatically become null and void following notice to the aggregate principal amount Company upon the occurrence and during the continuance of all Notes issued an Event of Default under and sold as defined in either the Note made by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire Holder dated February 22, 2005 or the Note made by the Company to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date Holder dated May 31, 2005 (as defined in the Notessuch Notes are amended, modified or supplemented from time to time), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon Stock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such exerciseterms are used in and construed under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty-one (61) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes), or at such time Note referred to in the Securities Purchase Agreement dated as a Subscriber shall notify of the date hereof among the Holder and the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such dateas amended, and (B) the Company shall not have previously obtained the vote of shareholdersmodified, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable restated and/or supplemented from time to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thentime, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto“Purchase Agreement”)).

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than seventy-five (75) days prior notice to the CompanyCompany and (y) shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement dated as of the date hereof among the Holder, a Subscriber may waive the provisions Company and various subsidiaries of this Section 10(a) the Company (as amended, modified, restated and/or supplemented from time to itself but any such waiver will not be effective until time, the 61st day after delivery thereof and such waiver “Security Agreement”)), except that at no time shall have no effect on any other Subscriber. (b) the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder at a price below $1.05 per share pursuant to the terms of this Warrant Warrant, the Security Agreement, any Ancillary Agreement (as defined in the Security Agreement) or otherwise in respect hereof) otherwise, shall be limited not exceed an aggregate of 7,011,900 shares of Common Stock (subject to the extent necessary to insure thatappropriate adjustment for stock splits, following such exercise (stock dividends, or other issuancesimilar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the total issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything pursuant to the contrary in terms of this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Security Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date Ancillary Agreement (as defined in the Notes)Security Agreement) or otherwise, or at such time as a Subscriber shall notify together with the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise by the Company to the Holder in full the event of all then outstanding Warrants a conversion pursuant to the terms of this Warrant, the Security Agreement, any Ancillary Agreement (as defined in the Security Agreement) or otherwise, would exceed the Issuable Maximum on such dateCommon Stock Issuance but for this Section 10, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoIssuance.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that number of Warrant Shares, which, when added to the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired deemed beneficially owned through the ownership of the unexercised portion of the Warrant or the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the limitations contained herein), would result in beneficial ownership by the Subscriber upon exercise Holder and its Affiliates of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number any amount of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999greater than 19.9% of the total number of issued and then outstanding shares of Common Stock (including the “Maximum Common Stock Issuance”), unless the issuance of Warrant Shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s stockholders; provided, that, for such this purpose only, the Holder agrees that it shall not be entitled to vote any shares of Common Stock issuable upon owned by the Holder, and that such exerciserestriction on voting shall be interpreted to apply to the fullest extent necessary to comply with the rules of the NASDAQ Stock Market (and any published or written interpretations thereof by the Nasdaq Stock Market or its staff). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act and the rules and regulations promulgated thereunder. By written notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means1934, as of any dateamended, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest and Regulations 13D-G thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to except as otherwise provided in such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretosentence.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) may be waived by the principal amount Holder upon provision of Notes issued no less than sixty-one (61) days prior notice to the Company and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in any of (x) that certain Security and Purchase Agreement dated as of February 17, 2006 among the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thenHolder, the Company shall issue and various subsidiaries of the Company, as amended, restated, modified and/or supplemented from time to time, (y) that certain 10% Senior Subordinated Convertible Note, dated February 17, 2004 issued by the Company to Amaranth Trading, L.L.C. in the original principal amount of $1,229,919 and assigned to the Subscribers a number Holder pursuant to that certain Note Sale Agreement dated as of shares of Common Stock equal December 20, 2006 by and between Amaranth Trading L.L.C. and the Holder, as amended, restated, modified and/or supplemented from time to time and/or (z) that certain Secured Term Note, dated March 29, 2007, issued by the Company to the Issuable Maximum andHolder, with respect as amended, restated, modified and/or supplemented from time to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretotime).

Maximum Exercise. The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess of the sum of (ai) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired beneficially owned by the Subscriber upon Holder and its affiliates on an exercise of this Warrant date, and (or otherwise in respect hereofii) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by such Subscriber the Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999more than 4.99% of the total number of issued and outstanding shares of Common Stock (including for of the Company on such purpose the shares of Common Stock issuable upon such exercise)date. For such purposesthe purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated Regulation 13d-3 thereunder. By written Notwithstanding the foregoing, the restriction described in this paragraph may be revoked upon 75 days prior notice from the Holder to the Company, a Subscriber may waive Company and is automatically null and void upon an Event of Default under the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Note. Notwithstanding anything contained herein to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Warrant (or otherwise in respect hereof) shall be limited Warrant, the Note made by the Company to the extent necessary Holder dated the date hereof (as amended, modified or supplemented from time to insure thattime, following such exercise (or other issuancethe "Note"), the total Purchase Agreement (as defined in the Note) or any Related Agreement (as defined in the Purchase Agreement), shall not exceed an aggregate of 436,012 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything pursuant to the contrary in terms of this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below)Note, then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date Purchase Agreement or date of the Subscription any Related Agreement, whichever is higher (together with the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon by the Company to the Holder in the event of a conversion or exercise in full pursuant to the terms of all then outstanding Warrants this Warrant, the Note, the Purchase Agreement or any Related Agreement, would exceed the Issuable Maximum on such dateCommon Stock Issuance but for this paragraph, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoIssuance.

Maximum Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber Holder upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the SubscriberHolder's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. By written notice to the Company, a Subscriber Holder may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other SubscriberHolder. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber Holder upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the SubscriberHolder's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,75721,504,469, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber Holder on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber Holder shall no longer hold Notes, then such SubscriberHolder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining SubscribersHolders, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber Holder shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers Holders a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers Holders for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th 60th day following such date of exercise or the date of such request. The Company and the Subscriber Holder understand and agree that Warrant Shares issued to and then held by the Subscriber Holder as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Maximum Exercise. (a) Notwithstanding anything contained herein to the contrary contained hereincontrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for Holder. For purposes of Section 13(d) of the 1934 Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposesimmediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated Regulation 13d-3 thereunder. By The limitation described in the first sentence of this Section 10 shall automatically become null and void following written notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement dated as of the date hereof among the Holder, the Company and various subsidiaries of the Company, as amended, modified, restated and/or supplemented from time to time, the "Security Agreement"), or upon 75 days prior written notice to the Company, a Subscriber may waive except that at no time shall the provisions number of this Section 10(a) shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock , or such lesser amount as to itself but any required by the applicable Principal Market on which the Parent's Common Stock is listed, unless such waiver will not shall first be effective until approved by the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Parent's stockholders. Notwithstanding anything contained herein to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder at a price below $.81 per share pursuant to the terms of this Warrant Warrant, the Security Agreement, any Ancillary Agreement (as defined in the Security Agreement) or otherwise in respect hereof) otherwise, shall be limited not exceed an aggregate of 5,095,933 shares of Common Stock (subject to the extent necessary to insure thatappropriate adjustment for stock splits, following such exercise (stock dividends, or other issuancesimilar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the total issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything pursuant to the contrary in terms of this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Security Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date Ancillary Agreement (as defined in the Notes)Security Agreement) or otherwise, or at such time as a Subscriber shall notify together with the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise by the Company to the Holder in full the event of all then outstanding Warrants a conversion pursuant to the terms of this Warrant, the Security Agreement, any Ancillary Agreement (as defined in the Security Agreement) or otherwise, would exceed the Issuable Maximum on such dateCommon Stock Issuance but for this Section 10, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoIssuance.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within three (3) business days confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) may be waived by the principal amount Holder upon provision of Notes issued no less than sixty-one (61) days prior written notice to the Company and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the NotesSecurity Agreement), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty one (61) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes), or at such time Note referred to in the Note and Warrant Purchase Agreement dated as a Subscriber shall notify of the date hereof among the Holder and the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such dateas amended, and (B) the Company shall not have previously obtained the vote of shareholdersmodified, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable restated and/or supplemented from time to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thentime, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto“Purchase Agreement”)).

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than seventy-five (75) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes), or at such time Note referred to in the Purchase Agreement dated as a Subscriber shall notify of the date hereof among the Holder and the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such dateas amended, and (B) the Company shall not have previously obtained the vote of shareholdersmodified, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade)restated and/or supplemented from time to time, applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder ApprovalPurchase Agreement"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto).

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) the principal amount of Notes issued shall automatically become null and sold void following notice to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes)Security Agreement) and (y) may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, or however, that, such written notice of waiver shall only be effective if delivered at such a time as a Subscriber shall notify when no indebtedness (including, without limitation, principal, interest, fees and charges) of the Company that of which the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (Holder or any successor entity or of its Affiliates was, at any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thentime, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum andowner, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise directly or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoindirectly is outstanding.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty-one (61) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the NotesPurchase Agreement), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) the principal amount of Notes issued shall automatically become null and sold void following notice to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes)Additional Secured Term Notes referred to in the Amendment and Waiver Agreement dated as of the date hereof among the Holder, or Laurus Master Fund, Ltd., Valens Offshore SPV I, Ltd. and the Company) and (y) may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that, such written notice of waiver shall only be effective if delivered at such a time as a Subscriber shall notify when no indebtedness (including, without limitation, principal, interest, fees and charges) of the Company that of which the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (Holder or any successor entity or of its Affiliates was, at any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thentime, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum andowner, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise directly or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoindirectly is outstanding.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) may be waived by the principal amount Holder upon provision of Notes issued no less than sixty-one (61) days prior notice to the Company and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.automatically become

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) the principal amount of Notes issued shall automatically become null and sold void following notice to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes)Additional Secured Term Notes referred to in the Amendment and Waiver Agreement dated as of the date hereof among the Holder, or Valens U.S. SPV I, LLC, Laurus Master Fund, Ltd. and the Company) and (y) may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that, such written notice of waiver shall only be effective if delivered at such a time as a Subscriber shall notify when no indebtedness (including, without limitation, principal, interest, fees and charges) of the Company that of which the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (Holder or any successor entity or of its Affiliates was, at any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thentime, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum andowner, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise directly or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoindirectly is outstanding.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event will the Optionee be entitled to exercise any portion of the Option in excess of that portion of any stock options of the Company issued to Optionee that, upon exercise, the sum of which (i) the number of shares of Common Stock common stock of the Company beneficially owned by Optionee (other than shares of common stock that may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this Warrant (the unexercised portion of any stock options of the Company issued to Optionee or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of Optionee subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), ii) the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) common stock of the 1934 ActCompany issuable upon the exercise of the portion of Optionee’s Option with respect to which the determination of this proviso is being made, does not exceed 4.999would result in Beneficial Ownership by Optionee and his or her Affiliates of any amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock common stock of the Company (including for whether or not, at the time of such purpose exercise, the Optionee and his or her Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exercisecommon stock of the Company). For In the event the Optionee is not able to exercise any portion of the Option due to the exercise limitations of this Section 7(a), such purposesunexercised portion of the Option will remain outstanding until the earlier to occur of (x) the Optionee’s exercise of the unexercised portion in accordance with the terms and conditions of this Stock Option Agreement, beneficial ownership including this Section 7, or (y) [ENTER 10TH ANNIVERSARY OF Grant Date]. However, the limitations imposed by this Section 7 do not apply to an Option exercised by the Optionee in accordance with the “cashless exercise sale and remittance procedure” set forth in Section 6(b) of this Agreement. (b) As used in this Section 7, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). As used in this Section 7, the term “Beneficial Ownership” shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated Regulations 13D-G thereunder. By written notice to the Company, a Subscriber may waive the provisions of except as otherwise provided in this Section 10(a7(a)(i) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriberabove. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty-one (61) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes), or at such time Note referred to in the Purchase Agreement dated as a Subscriber shall notify of the date hereof among the Holder and the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such dateas amended, and (B) the Company shall not have previously obtained the vote of shareholdersmodified, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable restated and/or supplemented from time to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thentime, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto“Purchase Agreement”)).

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within two (2) business days confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) the principal amount of Notes issued shall automatically become null and sold void following notice to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes)Note referred to in the Purchase Agreement) and (y) may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, or however, that, such written notice of waiver shall only be effective if delivered at such a time as a Subscriber shall notify when no indebtedness (including, without limitation, principal, interest, fees and charges) of the Company that of which the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (Holder or any successor entity or of its Affiliates was, at any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thentime, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum andowner, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise directly or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoindirectly is outstanding.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty-one (61) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in either Note referred to in the Notes), or at such time Purchase Agreement dated as a Subscriber shall notify of the date hereof among the Holder and the Company that (as amended, modified, restated and/or supplemented from time to time, the condition in (A“Purchase Agreement”)) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall which has not have previously obtained the vote of shareholders, as may be required been waived by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoHolder.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) the principal amount of Notes issued shall automatically become null and sold void following notice to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes)Additional Secured Term Notes referred to in the Amendment and Waiver Agreement dated as of the date hereof among the Holder, or Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd. and the Company) and (y) may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that, such written notice of waiver shall only be effective if delivered at such a time as a Subscriber shall notify when no indebtedness (including, without limitation, principal, interest, fees and charges) of the Company that of which the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (Holder or any successor entity or of its Affiliates was, at any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thentime, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum andowner, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise directly or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoindirectly is outstanding.

Maximum Exercise. (a) Notwithstanding anything contained herein to the contrary contained hereincontrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for Holder For the purposes of Section 13(d) of the 1934 Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposesimmediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act Exchange Act, as amended, and the rules and regulations promulgated Regulation 13d-3 thereunder. By written The conversion limitation described in this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default under and as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the “Note”), or upon 75 days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) . Notwithstanding anything contained herein to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder shall not exceed an aggregate of this Warrant 10,154,300 shares of Common Stock (or otherwise in respect hereof) shall be limited subject to the extent necessary to insure thatappropriate adjustment for stock splits, following such exercise (stock dividends, or other issuancesimilar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the total issuance of Common Stock hereunder shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything pursuant to the contrary in terms of this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below)Note, then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date Purchase Agreement or date of the Subscription any Related Agreement, whichever is higher (together with the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon by the Company to the Holder in the event of a conversion or exercise in full pursuant to the terms of all then outstanding Warrants this Warrant, the Note, the Purchase Agreement, any Related Agreement or otherwise, would exceed the Issuable Maximum on such dateCommon Stock Issuance but for this Section 10, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretohereunder.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty-one (61) days prior notice to the CompanyCompany and (y) shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in any Note referred to in that certain Securities Purchase Agreement dated as of the date hereof by and between the Holder and the Company (as amended, a Subscriber may waive modified, restated and/or supplemented from time to time, the provisions “Purchase Agreement”)), except that at no time shall the number of this Section 10(a) as to itself but any such waiver will not be effective until shares of Common Stock beneficially owned by the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder at a price below $9.46 per share pursuant to the terms of this Warrant Warrant, the Purchase Agreement, any Related Agreement (as defined in the Purchase Agreement) or otherwise in respect hereof) otherwise, shall be limited not exceed an aggregate of 2,529,934 shares of Common Stock (subject to the extent necessary to insure thatappropriate adjustment for stock splits, following such exercise (stock dividends, or other issuancesimilar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the total issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything pursuant to the contrary in terms of this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Purchase Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date Related Agreement (as defined in the Notes)Purchase Agreement) or otherwise, or at such time as a Subscriber shall notify together with the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise by the Company to the Holder in full the event of all then outstanding Warrants a conversion pursuant to the terms of this Warrant, the Purchase Agreement, any Related Agreement (as defined in the Purchase Agreement) or otherwise, would exceed the Issuable Maximum on such dateCommon Stock Issuance but for this Section 9, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoIssuance.

Maximum Exercise. (a) Notwithstanding anything contained herein to the contrary contained hereincontrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership the Holder at the time of Common Stock would be aggregated with the Subscriber's for proposed exercise. For purposes of Section 13(d) of the 1934 Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposesimmediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated Regulation 13d-3 thereunder. By written The limitation described in the first sentence of this Section 10(a) shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement dated as of the date hereof among the Holder, the Company and various subsidiaries of the Company, as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”), or upon 75 days prior notice to the Company, a Subscriber may waive except that at no time shall the provisions number of this Section 10(a) as to itself but any such waiver will not be effective until shares of Common Stock beneficially owned by the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder at an average price below $1.295 per share pursuant to the terms of this Warrant Warrant, the Security Agreement, any Ancillary Agreement (as defined in the Security Agreement) or otherwise in respect hereof) otherwise, shall be limited not exceed an aggregate of 2,520,966 shares of Common Stock (subject to the extent necessary to insure thatappropriate adjustment for stock splits, following such exercise (stock dividends, or other issuancesimilar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the total issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything pursuant to the contrary in terms of this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Security Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date Ancillary Agreement (as defined in the Notes)Security Agreement) or otherwise, or at such time as a Subscriber shall notify together with the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise by the Company to the Holder in full the event of all then outstanding Warrants a conversion pursuant to the terms of this Warrant, the Security Agreement, any Ancillary Agreement (as defined in the Security Agreement) or otherwise, would exceed be limited by the Issuable Maximum on such datepreceding sentence, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Issuable Maximum pursuant Common Stock Issuance. Notwithstanding anything contained herein to the terms hereof (the "Shareholder Approval"), thencontrary, the Company shall issue to the Subscribers a number provisions of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held this Section 10 are irrevocable and may not be waived by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in Holder or any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoCompany.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that outstanding as of any given date. The limitations set forth herein (x) shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default under the Note and (y) may be acquired waived by the Subscriber Holder upon exercise provision of this Warrant no less than sixty-one (or otherwise in respect hereof61) shall be limited days prior written notice to the extent necessary to insure Company; provided, however, that, following such exercise written notice of waiver shall only be effective if delivered at a time when no indebtedness (or other issuance)including, the total number of shares of Common Stock then beneficially owned by such Subscriber without limitation, principal, interest, fees and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(dcharges) of the 1934 Act, does not exceed 9.999% Company of which the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (Holder or any successor entity or of its Affiliates was, at any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thentime, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum andowner, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise directly or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoindirectly is outstanding.”

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of the Note or the Warrant an amount that would (a) Notwithstanding anything be convertible into that number of Ordinary Shares which, when added to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or Ordinary Shares otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership Holder including those issuable upon exercise of Common Stock warrants of the Company held by such Holder would be aggregated with exceed 4.99% of the Subscriber's for purposes outstanding Ordinary Shares of Section 13(dthe Company at the time of conversion or (b) (ii) exceed twenty five percent (25%) of the 1934 Act, does not exceed 4.999% aggregate dollar trading volume of the total number Ordinary Share for the thirty (30) day trading period immediately preceding delivery of issued and outstanding shares a Notice of Common Stock (including for such purpose Conversion to the shares of Common Stock issuable upon such exercise)Company. For such purposesthe purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Exchange Act and the rules and regulations promulgated Regulation 13d-3 thereunder. By written The conversion limitation described in this Section 11 shall automatically become null and void without any notice to Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Company, a Subscriber may waive except that at no time shall the provisions beneficial ownership exceed 19.99% of this Section 10(a) the borrower’s Ordinary Shares as to itself but any such waiver will not be effective until of the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) date hereof. Notwithstanding anything contained herein to the contrary contained hereincontrary, (i) the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock Ordinary Shares issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required acquirable by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum Holder pursuant to the terms hereof (of this Warrant and/or the "Shareholder Approval"), then, Note issued by the Company shall issue to the Subscribers a Holder pursuant to this Securities Purchase Agreement, plus (ii) the number of shares of Common Stock equal Ordinary Shares issuable by the Company and acquirable by the Holder pursuant to the Issuable Maximum and, with respect terms of the Note and/or Warrant issued by the Company to the remainder Holder pursuant to that Securities Purchase Agreement entered into by and among the Company, BOScom Ltd. and the Holder as of September 29, 2005, shall not exceed an aggregate of 1,270,720 of the aggregate Warrants then held by Company’s Ordinary Shares, (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoOrdinary Shares).

Maximum Exercise. Notwithstanding anything herein to the contrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), b) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (a) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) may be waived by the principal amount Holder upon provision of Notes issued no less than sixty-one (61) days prior written notice to the Company and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued Notes referred to and then held by as defined in the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretopurchase Agreement).

Maximum Exercise. (a) Notwithstanding anything contained herein to the contrary contained hereincontrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for Holder. For the purposes of Section 13(d) of the 1934 Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposesimmediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act Exchange Act, as amended, and the rules and regulations promulgated Regulation 13d-3 thereunder. By written The conversion limitation described in this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default under and as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "Note"), or upon 75 days prior notice to the Company, a Subscriber may waive except that at no time shall the provisions number of this Section 10(a) as to itself but any such waiver will not be effective until shares of Common Stock beneficially owned by the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder at a price below $4.86 per share pursuant to the terms of this Warrant Warrant, the Note, the Purchase Agreement (as defined in the Note), any Related Agreement (as defined in the Purchase Agreement) or otherwise in respect hereof) otherwise, shall be limited not exceed an aggregate of 2,108,764 shares of Common Stock (subject to the extent necessary to insure thatappropriate adjustment for stock splits, following such exercise (stock dividends, or other issuancesimilar recapitalizations affecting the Common Stock) (the "MAXIMUM COMMON STOCK ISSUANCE"), unless the total issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything pursuant to the contrary in terms of this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below)Note, then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date Purchase Agreement or date of the Subscription any Related Agreement, whichever is higher (together with the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon by the Company to the Holder in the event of a conversion or exercise in full pursuant to the terms of all then outstanding Warrants this Warrant, the Note, the Purchase Agreement, any Related Agreement or otherwise, would exceed the Issuable Maximum on such dateCommon Stock Issuance but for this Section 10, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoIssuance.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that outstanding as of any given date. The limitations set forth herein (x) may be acquired waived by the Subscriber Holder upon exercise provision of this Warrant no less than sixty-one (or otherwise in respect hereof61) days prior written notice to the Company and (y) shall be limited automatically become null and void following notice to the extent necessary to insure thatCompany upon the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement, following such exercise (or other issuance)dated as of February 6, 2006, by and among the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) Company, Network System Technologies, Inc., Tactix, Inc., Incentra Solutions of the 1934 ActNortheast, does not exceed 9.999% Inc., PWI Technologies, Inc., Incentra Solutions of California, Inc., ManagedStorage International, Inc. and Incentra Solutions International, Inc.)” 5. Effective on the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval Waiver Effective Date (as defined below), then the Company may not issue shares of Common Stock in excess Section 10 of the Issuable Maximum upon exercises of this Warrant at an exercise price which Feb 2006 Option is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) hereby deleted in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company entirety and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.following new Section 10 is hereby inserted in lieu thereof:

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act and the rules and regulations promulgated thereunder. By written notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means1934, as of any dateamended, a number of shares of Common Stock equal to 15,421,757and Regulations 13D-G thereunder, less such number of shares of Common Stock except as have been issued at a price below the Threshold Price upon otherwise provided in clause (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoproviso."

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that or Preferred Stock beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty-one (61) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the NotesNote referred to in the Purchase Agreement), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty-one (61) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in either Note referred to in the Notes), or at such time Purchase Agreement dated as a Subscriber shall notify of the date hereof among the Holder and the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such dateas amended, and (B) the Company shall not have previously obtained the vote of shareholdersmodified, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade)restated and/or supplemented from time to time, applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder ApprovalPurchase Agreement"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto).

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) the principal amount of Notes issued shall automatically become null and sold void following notice to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes)Convertible Term Note, or at such time dated as a Subscriber shall notify of December 13, 2005 by and between the Company that the condition in and Holder (Aas amended, restated, modified or supplemented) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (By) may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that, such written notice of waiver shall only be effective if delivered at a time when no indebtedness (including, without limitation, principal, interest, fees and charges) of the Company shall not have previously obtained of which the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (Holder or any successor entity or of its Affiliates was, at any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thentime, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum andowner, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise directly or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoindirectly is outstanding.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) may be waived by the principal amount Holder upon provision of Notes issued no less than sixty-one (61) days prior written notice to the Company and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the NotesSecurity Agreement), or except that at such no time as a Subscriber shall notify the Company that be obligated to issue any shares of Common Stock pursuant to the condition terms of this Warrant, the Security Agreement or any other Ancillary Agreement (as defined in (Athe Security Agreement) following this clause shall be in effect: (A) if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) which the Company may issue pursuant to the terms of this Warrant, the Security Agreement or any other Ancillary Agreement without violating the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not have previously obtained apply in the vote event that the Company obtains the approval of shareholders, its stockholders as may be required by the applicable rules and or regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares Principal Market for issuances of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoamount.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) may be waived by the principal amount Holder upon provision of Notes issued no less than sixty-one (61) days prior written notice to the Company and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes), or at such time Security Agreement dated as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which date hereof among the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thenHolder, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder and various subsidiaries of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoCompany)."

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) may be waived by the principal amount Holder upon provision of Notes issued no less than sixty-one (61) days prior notice to the Company and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the NotesSecurity Agreement), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to convert any portion of this Warrant in excess of that portion of this Warrant upon conversion of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the conversion of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that then outstanding. The limitations set forth herein (x) may be acquired waived by the Subscriber Holder upon exercise provision of no less than sixty-one (61) days prior written notice to the Company and (y) shall automatically become null and void (i) following notice to the Company upon the occurrence and during the continuance of an Event of Default, or (ii) upon receipt by the Holder of a Notice of Redemption, except that at no time shall the Company be obligated to issue any shares of Common Stock pursuant to the terms of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance)Warrant, the total Purchase Agreement, any Related Agreement (as defined in the Purchase Agreement) and the number of shares of Common Stock then otherwise beneficially owned by the Holder if the issuance of such Subscriber and its affiliates and any other persons whose beneficial ownership shares of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) which the Company may issue pursuant to the terms of this Warrant, the Purchase Agreement, any Related Agreement and the number of shares of Common Stock otherwise beneficially owned by the Holder without violating the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not have previously obtained apply in the vote event that the Company obtains the approval of shareholders, its stockholders as may be required by the applicable rules and or regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares Principal Market for issuances of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoExchange Cap amount.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) the principal amount of Notes issued shall automatically become null and sold void following notice to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date (Default as defined in the Notes)Secured Term Note, or at such time dated as a Subscriber shall notify of August 24, 2006 issued by the Company that the condition in (Ato Laurus) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (By) may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that, such written notice of waiver shall only be effective if delivered at a time when no indebtedness (including, without limitation, principal, interest, fees and charges) of the Company shall not have previously obtained of which the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (Holder or any successor entity or of its Affiliates was, at any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thentime, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum andowner, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise directly or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoindirectly is outstanding.” Warrant

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty-one (61) days prior notice to the CompanyCompany and (y) shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Purchase Agreement dated as of the date hereof among the Holder and the Company (as amended, a Subscriber may waive modified, restated and/or supplemented from time to time, the provisions "Purchase Agreement")), except that at no time shall the number of this Section 10(a) as to itself but any such waiver will not be effective until shares of Common Stock beneficially owned by the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder at a price below $5.05 per share pursuant to the terms of this Warrant Warrant, the Purchase Agreement, any Related Agreement (as defined in the Purchase Agreement) or otherwise in respect hereof) otherwise, shall be limited not exceed an aggregate of 625,471 shares of Common Stock (subject to the extent necessary to insure thatappropriate adjustment for stock splits, following such exercise (stock dividends, or other issuancesimilar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the total issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything pursuant to the contrary in terms of this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Purchase Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date Related Agreement (as defined in the Notes)Purchase Agreement) or otherwise, or at such time as a Subscriber shall notify together with the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise by the Company to the Holder in full the event of all then outstanding Warrants a conversion pursuant to the terms of this Warrant, the Purchase Agreement, any Related Agreement (as defined in the Purchase Agreement) or otherwise, would exceed the Issuable Maximum on such dateCommon Stock Issuance but for this Section 10, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoIssuance.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty-one (61) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes), or at such time Security and Purchase Agreement dated as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which date hereof among the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thenHolder, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder and various subsidiaries of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable MaximumCompany (as amended, modified, restated and/or supplemented from time to time, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto“Security Agreement”)).

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as Warrant amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty-one (61) days prior notice to the CompanyCompany and (y) shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement dated as of the date hereof among the Holder, a Subscriber may waive the provisions Company and various subsidiaries of this Section 10(a) the Company (as amended, modified, restated and/or supplemented from time to itself but any such waiver will not be effective until time, the 61st day after delivery thereof and such waiver “Security Agreement”)), except that at no time shall have no effect on any other Subscriber. (b) the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder pursuant to the terms of this Warrant Warrant, the Security Agreement, any Ancillary Agreement (as defined in the Security Agreement) or otherwise in respect hereof) otherwise, shall be limited not exceed an aggregate of 7,390,182 shares of Common Stock (subject to the extent necessary to insure thatappropriate adjustment for stock splits, following such exercise (stock dividends, or other issuancesimilar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the total issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything pursuant to the contrary in terms of this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Security Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date Ancillary Agreement (as defined in the Notes)Security Agreement) or otherwise, or at such time as a Subscriber shall notify together with the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise by the Company to the Holder in full the event of all then outstanding Warrants a conversion pursuant to the terms of this Warrant, the Security Agreement, any Ancillary Agreement (as defined in the Security Agreement) or otherwise, would exceed the Issuable Maximum on such dateCommon Stock Issuance but for this Section 10, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoIssuance.

Maximum Exercise. (a) Notwithstanding anything contained herein to the contrary contained hereincontrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock that may be acquired by would result in the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then Holder beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999owning more than 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise)Stock. For such purposesthe purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act Exchange Act, as amended, and the rules and regulations promulgated Regulation 13d-3 thereunder. By written The conversion limitation described in this Section 10 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance of an Event of Default under and as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the “Note”), or upon 75 days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver except that at no time shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired beneficially owned by the Subscriber upon Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary (a) in no event shall the Holder be entitled to exercise of this Warrant (or otherwise in with respect hereof) shall be limited to any Common Shares to the extent necessary to insure that, following such exercise would require the approval of any applicable insurance regulatory agency or authority (or other issuance), “Required Approval”) unless and until Holder shall have obtained such Required Approval; and (b) the total number of shares of Common Stock then beneficially owned issuable by such Subscriber the Company and its affiliates and acquirable by the Holder at a price below $7.58 per share pursuant to the terms of this Warrant, the Note, the Purchase Agreement (as defined in the Note), any other persons whose beneficial ownership of Common Stock would be aggregated with Related Agreement (as defined in the Subscriber's for purposes of Section 13(dPurchase Agreement) of the 1934 Actor otherwise, does shall not exceed 9.999% an aggregate of the total number of issued and outstanding 1,583,430 shares of Common Stock (including subject to appropriate adjustment for such purpose stock splits, stock dividends, or other similar recapitalizations affecting the shares Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock hereunder in excess of the Issuable Maximum upon exercises of this Warrant Common Stock Issuance shall first be approved by the Company’s shareholders. If at an exercise price which is less than any point in time and from time to time the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal pursuant to the quotient obtained by dividing: (x) terms of this Warrant, the principal amount of Notes issued and sold to such Subscriber on Note, the Closing Date by (y) Purchase Agreement or any Related Agreement, together with the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon by the Company to the Holder in the event of a conversion or exercise in full pursuant to the terms of all then outstanding Warrants this Warrant, the Note, the Purchase Agreement, any Related Agreement or otherwise, would exceed the Issuable Maximum on such dateCommon Stock Issuance but for this Section 10, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoIssuance.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that outstanding as of any given date. The limitations set forth herein (x) shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement) and (y) may be acquired waived by the Subscriber Holder upon exercise provision of this Warrant no less than sixty-one (or otherwise in respect hereof61) days prior written notice to the Company; provided, however, that, such written notice of waiver shall only be limited effective to the extent necessary that no indebtedness (including principal, interest, fees and charges) of the Company to insure thatthe Holder or any of its Affiliates is outstanding. Notwithstanding the foregoing, following such exercise at no time shall the Company be obligated to issue any shares of Common Stock pursuant to the terms of this Warrant, the Security Agreement, any Ancillary Agreement (or other issuanceas defined in the Security Agreement), the total Secured Convertible Term Note, dated as of December 13, 2005 issued by the Parent to Holder (as amended, modified or supplemented, the "Existing Note") or the Common Stock Purchase Warrant, dated as of December 13, 2005 issued by the Parent to Holder (as amended, modified or supplemented, the "Existing Warrant"), if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with which the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision Company may not be waived. (c) Notwithstanding anything issue pursuant to the contrary in terms of this Warrant, if the Security Agreement, any Ancillary Agreement, the Existing Note or the Existing Warrant without violating the rules or regulations of the Principal Market (the "Exchange Cap"), except that such limitation shall not apply in the event that the Company has not previously obtained Shareholder Approval (obtains the approval of its stockholders as defined below), then required by the Company may not issue shares applicable rules or regulations of the Principal Market for issuances of Common Stock in excess of such amount. If at any point in time and from time to time the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal pursuant to the quotient obtained by dividing: (x) terms of this Warrant, the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If Security Agreement, any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date Ancillary Agreement (as defined in the NotesSecurity Agreement), the Existing Note or at such time as a Subscriber shall notify the Company that Existing Warrant, together with the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Security Agreement, any Ancillary Agreement (as defined in full of all then outstanding Warrants the Security Agreement), the Existing Note or the Existing Warrant, would exceed the Issuable Maximum on such dateExchange but for this Section 10, and (B) the Company shall not have previously obtained the vote of shareholdersshall, as may be required by the in compliance with applicable rules law and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade)regulation, applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoExchange Cap.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) may be waived by the principal amount Holder upon provision of Notes issued no less than sixty-one (61) days prior notice to the Company and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the NotesNote referred to in the Purchase Agreement), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as Warrant amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty-one (61) days prior notice to the CompanyCompany and (y) shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement dated as of the date hereof among the Holder, a Subscriber may waive the provisions Company and various subsidiaries of this Section 10(a) the Company (as amended, modified, restated and/or supplemented from time to itself but any such waiver will not be effective until time, the 61st day after delivery thereof and such waiver “Security Agreement”)), except that at no time shall have no effect on any other Subscriber. (b) the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder pursuant to the terms of this Warrant Warrant, the Security Agreement, any Ancillary Agreement (as defined in the Security Agreement) or otherwise in respect hereof) otherwise, shall be limited not exceed an aggregate of 7,390,182 shares of Common Stock (subject to the extent necessary to insure thatappropriate adjustment for stock splits, following such exercise (stock dividends, or other issuancesimilar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the total issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything pursuant to the contrary in terms of this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Security Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date Ancillary Agreement (as defined in the Notes)Security Agreement) or otherwise, or at such time as a Subscriber shall notify together with the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise by the Company to the Holder in full the event of all then outstanding Warrants a conversion pursuant to the terms of this Warrant, the Security Agreement, any Ancillary Agreement (as defined in the Security Agreement) or otherwise, would exceed the Issuable Maximum on such dateCommon Stock Issuance but for this Section 10, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoIssuance.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) may be waived by the principal amount Holder upon provision of Notes issued no less than sixty-one (61) days prior written notice to the Company and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the NotesSecurity Agreement), or except that at such no time as a Subscriber shall notify the Company that be obligated to issue any shares of Common Stock pursuant to the condition terms of this Warrant, the Security Agreement or any Ancillary Agreement (as defined in (Athe Security Agreement) following this clause shall be in effect: (A) if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) which the Company may issue pursuant to the terms of this Warrant, the Security Agreement or any Ancillary Agreement without violating the rules or regulations of Nasdaq or such other market on which the Common Stock is principally traded, except that such limitation shall not have previously obtained apply in the vote event that the Company obtains the approval of shareholders, its stockholders as may be required by the applicable rules and or regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares Principal Market for issuances of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoamount.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) may be waived by the principal amount Holder upon provision of Notes issued no less than sixty-one (61) days prior written notice to the Company and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in any of (x) that certain Security and Purchase Agreement dated as of February 17, 2006 among the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thenHolder, the Company shall issue and various subsidiaries of the Company, as amended, restated, modified and/or supplemented from time to time, (y) that certain 10% Senior Subordinated Convertible Note, dated February 17, 2004 issued by the Company to Amaranth Trading, L.L.C. in the original principal amount of $1,229,919 and assigned to the Subscribers a number Holder pursuant to that certain Note Sale Agreement dated as of shares of Common Stock equal December 20, 2006 by and between Amaranth Trading L.L.C. and the Holder, as amended, restated, modified and/or supplemented from time to time and/or (z) that certain Secured Term Note, dated March 29, 2007, issued by the Company to the Issuable Maximum andHolder, with respect as amended, restated, modified and/or supplemented from time to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretotime).”

Maximum Exercise. Notwithstanding anything herein to the contrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), b) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein (x) may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty-one (61) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes), or at such time Purchase Agreement dated as a Subscriber shall notify of the date hereof among the Holder and the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such dateas amended, and (B) the Company shall not have previously obtained the vote of shareholdersmodified, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade)restated and/or supplemented from time to time, applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder ApprovalPurchase Agreement"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto).

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. At no time shall the rules and regulations promulgated thereundernumber of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. By written notice Notwithstanding anything contained herein to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder at a price below $1.57 per share pursuant to the terms of this Warrant Warrant, the Purchase Agreement, any Related Agreement (as defined in the Purchase Agreement) or otherwise in respect hereof) otherwise, shall be limited not exceed an aggregate of 13,567,898 shares of Common Stock (subject to the extent necessary to insure thatappropriate adjustment for stock splits, following such exercise (stock dividends, or other issuancesimilar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the total issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything pursuant to the contrary in terms of this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Purchase Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date Related Agreement (as defined in the Notes)Purchase Agreement) or otherwise, or at such time as a Subscriber shall notify together with the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise by the Company to the Holder in full the event of all then outstanding Warrants a conversion pursuant to the terms of this Warrant, the Purchase Agreement, any Related Agreement (as defined in the Purchase Agreement) or otherwise, would exceed the Issuable Maximum on such dateCommon Stock Issuance but for this Section 10, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoIssuance.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act and the rules and regulations promulgated thereunder. By written notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means1934, as of any dateamended, a number of shares of Common Stock equal to 15,421,757and Regulations 13D-G thereunder, less such number of shares of Common Stock except as have been issued at a price below the Threshold Price upon otherwise provided in clause (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoproviso.

Maximum Exercise. (a) Notwithstanding anything contained herein to the contrary contained hereincontrary, the Holder shall not be entitled to convert pursuant to the terms of this Warrant an amount that would be convertible into that number of shares of Common Stock which, when added to the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership Holder including those issuable upon exercise of Common Stock warrants held by such Holder would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.9994.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose of the shares Company at the time of Common Stock issuable upon such exercise)conversion. For such purposesthe purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Exchange Act and the rules and regulations promulgated Regulation 13d-3 thereunder. By written The conversion limitation described in this paragraph 10 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Company, a Subscriber may waive except that at no time shall the provisions beneficial ownership exceed 19.99% of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Common Stock. Notwithstanding anything contained herein to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder at a price below $0.60 per share pursuant to the terms of this Warrant (or otherwise in respect hereof) shall be limited Warrant, the Note made by the Company to the extent necessary Holder dated the date hereof (as amended, modified or supplemented from time to insure thattime, following such exercise (or other issuancethe "Note"), the total Purchase Agreement (as defined in the Note) or any Related Agreement (as defined in the Purchase Agreement), shall not exceed an aggregate of 3,898,136 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything pursuant to the contrary in terms of this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below)Note, then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date Purchase Agreement or date of the Subscription any Related Agreement, whichever is higher (together with the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon by the Company to the Holder in the event of a conversion or exercise in full pursuant to the terms of all then outstanding Warrants this Warrant, the Note, the Purchase Agreement or any Related Agreement, would exceed the Issuable Maximum on such dateCommon Stock Issuance but for this paragraph, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoIssuance.

Maximum Exercise. (a) Notwithstanding anything contained herein to the contrary contained hereincontrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for Holder. For the purposes of Section 13(d) of the 1934 Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposesimmediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated Regulation 13d-3 thereunder. By written The limitation described in the first sentence of this Section 9 shall automatically become null and void following 120 days' prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver Company except that at no time shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired beneficially owned by the Subscriber upon exercise Holder exceed 19.99% of this Warrant (or otherwise in respect hereof) shall be limited the outstanding Common Stock. Notwithstanding anything contained herein to the extent necessary to insure that, following such exercise (or other issuance)contrary, the total number of shares of Common Stock then beneficially owned issuable by such Subscriber the Company and its affiliates and any other persons whose beneficial ownership acquirable by the Holder pursuant to the terms of this Warrant, when combined with the shares of Common Stock would be aggregated with then held by the Subscriber's for purposes of Section 13(d) of the 1934 ActHolder, does shall not exceed 9.999% fifty percent of the total number of issued and outstanding shares of Common Stock (including subject to appropriate adjustment for such purpose stock splits, stock dividends, or other similar recapitalizations affecting the shares Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock hereunder in excess of the Issuable Maximum upon exercises of this Warrant Common Stock Issuance shall first be approved by the Company's shareholders. If at an exercise price which is less than any point in time and from time to time the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal pursuant to the quotient obtained by dividing: (x) terms of this Warrant, together with the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon by the Company to the Holder in the event of a conversion or exercise in full pursuant to the terms of all then outstanding Warrants this Warrant, would exceed the Issuable Maximum on such dateCommon Stock Issuance but for this Section 9, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoIssuance.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event will the Grantee be entitled to exercise any portion of the Option in excess of that portion of any stock options of the Company issued to Grantee that, upon exercise, the sum of which (i) the number of shares of Common Stock common stock of the Company beneficially owned by Grantee (other than shares of common stock that may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this Warrant (the unexercised portion of any stock options of the Company issued to Grantee or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of Grantee subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), ii) the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) common stock of the 1934 ActCompany issuable upon the exercise of the portion of Grantee’s Option with respect to which the determination of this proviso is being made, does not exceed 4.999would result in Beneficial Ownership by Grantee and his or her Affiliates of any amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock common stock of the Company (including for whether or not, at the time of such purpose exercise, the Grantee and his or her Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exercisecommon stock of the Company). For In the event the Grantee is not able to exercise any portion of the Option due to the exercise limitations of this Section 8(a), such purposesunexercised portion of the Option will remain outstanding until the earlier to occur of (x) the Grantee’s exercise of the unexercised portion in accordance with the terms and conditions of this Stock Option Agreement, beneficial ownership including this Section 8, or (y) . However, the limitations imposed by this Section 8 do not apply to an Option exercised by the Grantee in accordance with the “cashless exercise sale and remittance procedure” set forth in Section 5(c)(ii) of this Stock Option Agreement. (b) As used in this Section 8, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). As used in this Section 8 the term “Beneficial Ownership” shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated Regulations 13D-G thereunder. By written notice to the Company, a Subscriber may waive the provisions of except as otherwise provided in this Section 10(a8(a)(i) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriberabove. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Maximum Exercise. (a) Notwithstanding anything contained herein to the contrary contained hereincontrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for Holder For the purposes of Section 13(d) of the 1934 Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposesimmediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act Exchange Act, as amended, and the rules and regulations promulgated Regulation 13d-3 thereunder. By written The conversion limitation described in this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default under and as defined in the Note, or upon 75 days prior notice to the Company, a Subscriber may waive except that at no time shall the provisions number of this Section 10(a) as to itself but any such waiver will not be effective until shares of Common Stock beneficially owned by the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder at a price below $[insert the greater of book or market value] per share pursuant to the terms of this Warrant Warrant, the Note, the Purchase Agreement (as defined in the Note), any Related Agreement (as defined in the Purchase Agreement) or otherwise in respect hereof) otherwise, shall be limited not exceed an aggregate of 2,367,666 shares of Common Stock (subject to the extent necessary to insure thatappropriate adjustment for stock splits, following such exercise (stock dividends, or other issuancesimilar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the total issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything pursuant to the contrary in terms of this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below)Note, then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date Purchase Agreement or date of the Subscription any Related Agreement, whichever is higher (together with the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon by the Company to the Holder in the event of a conversion or exercise in full pursuant to the terms of all then outstanding Warrants this Warrant, the Note, the Purchase Agreement, any Related Agreement or otherwise, would exceed the Issuable Maximum on such dateCommon Stock Issuance but for this Section 10, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable promptly call a shareholders meeting to approve solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoIssuance.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) may be waived by the principal amount Holder upon provision of Notes issued no less than sixty-one (61) days prior written notice to the Company and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued shall automatically become null and sold by void following notice to the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the NotesSecurity Agreement), or except that at such no time as a Subscriber shall notify the Company that be obligated to issue any shares of Common Stock pursuant to the condition terms of this Warrant, the Security Agreement, any Ancillary Agreement (as defined in (Athe Security Agreement) following this clause shall be in effect: (A) if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) which the Company may issue pursuant to the terms of this Warrant, the Security Agreement, any Ancillary Agreement or without violating the rules or regulations of the Principal Market (the “Exchange Cap”), except Warrant that such limitation shall not have previously obtained apply in the vote event that the Company obtains the approval of shareholders, its stockholders as may be required by the applicable rules and or regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares Principal Market for issuances of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoamount.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) the principal amount of Notes issued shall automatically become null and sold void following notice to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes), or at such time as a Subscriber shall notify Secured Convertible Term Note issue by the Company that to Holder on December 13, 2005 in the condition in (Ainitial principal amount of $6,000,000) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (By) may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that, such written notice of waiver shall only be effective if delivered at a time when no indebtedness (including, without limitation, principal, interest, fees and charges) of the Company shall not have previously obtained of which the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (Holder or any successor entity or of its Affiliates was, at any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), thentime, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum andowner, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise directly or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoindirectly is outstanding."

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). For such purposespurposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The Holder may waive the rules and regulations promulgated thereunder. By limitations set forth herein by sixty-one (61) days written notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof Company and such waiver limitations shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number automatically become null and void upon an Event of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber Default under and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes)Securities Purchase Agreement dated as of the date hereof between CVAS, Iview Digital Video Solutions Inc., Iview Holding Corp. and the Holder. As used herein, the term "Affiliate" means any person or at such time as entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholdersperson or entity, as may be required by such terms are used in and construed under Rule 144 under the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoSecurities Act.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within three (3) business days confirm orally and regulations promulgated thereunderin writing to the Holder the number of shares of Common Stock outstanding as of any given date. By The limitations set forth herein (x) may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the CompanyCompany and (y) shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement), a Subscriber may waive except that at no time shall the provisions Company be obligated to issue any shares of Common Stock pursuant to the terms of this Section 10(aWarrant, the Purchase Agreement, any Related Agreement (as defined in the Purchase Agreement) if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue pursuant to the terms of this Warrant, the Purchase Agreement or any Related Agreement without violating the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as to itself but any required by the applicable rules or regulations of the Principal Market for issuances of Common Stock in excess of such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) amount. Notwithstanding anything contained herein to the contrary contained hereincontrary, the number of shares of Common Stock that may be acquired issuable by the Subscriber upon exercise Company and acquirable by the Holder pursuant to the terms of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance)Warrant, the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and Purchase Agreement, any other persons whose beneficial ownership of Common Stock would be aggregated with Related Agreement (as defined in the Subscriber's for purposes of Section 13(dPurchase Agreement) of the 1934 Actor otherwise, does shall not exceed 9.999% an aggregate of the total number of issued and outstanding 13,567,898 shares of Common Stock (including subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock).” 3. The Company understands that it has an affirmative obligation to make prompt public disclosure of material agreements and material amendments to such purpose agreements. The Company agrees to file an 8-K within 4 business days of the shares of Common Stock issuable upon such exercise)date hereof and in the form otherwise prescribed by the SEC. 4. For such purposes, beneficial ownership This Amendment shall be determined in accordance with Section 13(d) effective as of the 1934 Act date hereof following the execution and delivery of this Amendment by each of the rules Company, Laurus, VON and regulations promulgated thereunder. This provision may not be waivedVOF. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request5. The Company and the Subscriber understand and Required Purchasers agree that Warrant Shares issued to and then held that, upon execution of this Amendment by the Subscriber Company and the Required Purchasers (the “Waiver Effective Date”), the Company will be deemed to have received notice from the Required Purchasers of the Required Purchasers’ waiver of the 4.99% conversion limitation set forth in Section 10 of the Warrant, which waiver shall become effective on the 61st day following the Waiver Effective Date. 6. Except as a result specifically set forth in this Amendment, there are no other amendments, modifications or waivers to the Warrant, and all of exercises the other forms, terms and provisions of Warrants the Warrant remains in full force and effect. 7. From and after the Amendment Effective Date, all references in the Purchase Agreement and the Related Agreement referred to therein to the “Warrant” shall not be entitled deemed to cast votes on be references to the “Warrant” as modified hereby. 8. This Amendment shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment may be executed in any resolution to obtain Shareholder Approval pursuant heretonumber of counterparts, each of which shall be an original, but all of which shall constitute one instrument.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of this the unexercised portion of the Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 4.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 4.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For such purposespurposes of the proviso to the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The limitations set forth herein may be waived by the rules and regulations promulgated thereunder. By written Holder upon provision of no less than sixty-one (61) days prior notice to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and sold to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Notes. If on any Conversion Date (as defined in the Notes), or at such time as a Subscriber shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Maximum Exercise. (a) Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (I) the number of shares of Common Stock that beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be acquired by deemed beneficially owned through the Subscriber upon exercise ownership of the unexercised portion of this Warrant (or otherwise in respect hereof) shall be limited the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the extent necessary to insure that, following such exercise limitations contained herein) and (or other issuance), 2) the total number of shares of Common Stock then beneficially owned issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Subscriber the Holder and its affiliates and Affiliates of any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999amount greater than 9.99% of the total number of issued and then outstanding shares of Common Stock (including for whether or not, at the time of such purpose exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock issuable upon such exerciseStock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For such purposespurposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the rules Holder, the Company shall within one (1) business day confirm orally and regulations promulgated thereunder. By written notice in writing to the Company, a Subscriber may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Subscriber. (b) Notwithstanding anything to the contrary contained herein, Holder the number of shares of Common Stock that may be acquired by the Subscriber upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Subscriber and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Subscriber's for purposes of Section 13(d) of the 1934 Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. This provision may not be waived. (c) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant at an exercise price which is less than the closing bid price on the trading day immediately preceding the Closing Date or date of the Subscription Agreement, whichever is higher (the "Threshold Price"). The "Issuable Maximum" means, as of any given date, a number of shares of Common Stock equal to 15,421,757, less such number of shares of Common Stock as have been issued at a price below the Threshold Price upon (1) conversion of Notes, or (2) in payment of interest thereunder, or (3) upon exercise of the Warrants, or (4) upon operation of any rights of first refusal under the Agreement. Each Subscriber shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: The limitations set forth herein (x) the principal amount of Notes issued shall automatically become null and sold void following notice to such Subscriber on the Closing Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on upon the Closing Date. If any Subscriber shall no longer hold Notes, then such Subscriber's remaining portion occurrence and during the continuance of the Issuable Maximum shall be allocated pro-rata among the remaining Subscribers, giving effect to the Company's desire to allocate this limitation among the class an Event of securities known as the Notes. If on any Conversion Date Default (as defined in the Notes)Security Agreement) and (y) may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, or at however, that, such time as a Subscriber written notice of waiver shall notify only be effective to the extent that no indebtedness (including principal, interest, fees and charges) of the Company that to the condition Holder or any of its Affiliates is outstanding. Notwithstanding the foregoing, at no time shall the Company be obligated to issue any shares of Common Stock pursuant to the terms of this Warrant, the Security Agreement, any Ancillary Agreement (as defined in (Athe Security Agreement) following this clause shall be in effect: (A) or any other applicable agreement if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) which the Company may issue pursuant to the terms of this Warrant, the Security Agreement, any Ancillary Agreement or any other applicable agreement without violating the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not have previously obtained apply in the vote event that the Company obtains the approval of shareholders, its stockholders as may be required by the applicable rules and or regulations of the American Stock Exchange (or any successor entity or any other trading market on which the Company's securities then trade), applicable to approve the issuance of shares Principal Market for issuances of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then, the Company shall issue to the Subscribers a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Subscribers for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Shareholder Approval as soon as possible, but in any event not later than the 90th day following such date of exercise or the date of such request. The Company and the Subscriber understand and agree that Warrant Shares issued to and then held by the Subscriber as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoamount.