Common use of Method of Exercise Clause in Contracts

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise form annexed hereto (the “Notice of Exercise”). Within three (3) trading days after the date of exercise as aforesaid, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the Holder chooses the "cashless exercise" option provided exercise procedure specified in Section 2(c) below is available and specified in the third paragraph applicable Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Section 1.01). The Warrant to the Company shall, as promptly as practicable until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and deliveredfull, in accordance with such noticewhich case, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed surrender this Warrant to have been issued, and such Holder or any other person so designated to be named therein shall be deemed the Company for all purposes to have become holders of record of such Shares, as cancellation within three (3) trading days of the date the aforementioned notice final Notice of Exercise is received by delivered to the Company. If Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have been exercised only the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in part, an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall, at shall maintain records showing the time number of delivery Warrant Shares purchased and the date of such purchases; provided that the records of the certificate or certificatesCompany, deliver absent manifest error, will be conclusive with respect to the Holder a new number of Warrant evidencing the rights Shares purchasable from time to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holdertime hereunder. The Company shall pay all expensesdeliver any objection to any Notice of Exercise within one (1) business day after receipt of such notice. The Holder and any assignee, payable in connection with the preparationby acceptance of this Warrant, issuance acknowledge and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except agree that, if Share certificates or new Warrants shall be registered in a name or names other than the name by reason of the Holderprovisions of this paragraph, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by following the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt purchase of a written request portion of the Company for payment. In lieu of a monetary payment of the aggregate Exercise PriceWarrant Shares hereunder, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Warrant Shares to available for purchase hereunder at any given time may be issued to less than the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = amount stated on the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V face hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant (a) This warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "Notice of Exercise") substantially in the form attached hereto as Exhibit A via facsimile to the Company. Promptly thereafter the Holder shall surrender this Warrant to the Company at its principal office, accompanied by payment of the Purchase Price multiplied by the number of shares of Common Stock for which this Warrant is being exercised (the "Exercise Price"). Payment of the Exercise Price shall be made, at the option of the Holder, (i) by check or bank draft payable to the order of the Company, or (ii) by wire transfer to the account of the Company. Upon exercise, the Holder shall deliver be entitled to receive, promptly refund the excess to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased. Upon exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be entitled to receive, promptly after payment in such denominations as determined by the Companyfull, one or as may be specified in such noticemore certificates, and shall be issued in the Holder's name of the Holder or in such other name or names as shall be designated in such noticethe Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. Such certificate or certificates The shares of Common Stock so purchased shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, issued as of the close of business on the date on which the aforementioned notice is Company shall have received by from the Holder payment in full of the Exercise Price (the "Exercise Date"). (b) Notwithstanding anything to the contrary set forth herein, upon exercise of all or a portion of this Warrant in accordance with the terms hereof, the Holder shall not be required to physically surrender this Warrant to the Company. If this Warrant shall have been Rather, records showing the amount so exercised only in part, and the Company shall, at the time date of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants exercise shall be registered in maintained on a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked ledger substantially in the form of Subscription Notice. Thereupon, Annex B attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Exercise). It is specifically contemplated that the Holder hereof shall issue to act as the Holdercalculation agent for all exercises of this Warrant. In the event of any dispute or discrepancies, such number records maintained by the Holders shall be controlling and determinative in the absence of fully paid manifest error. The Holder and non-assessable Shares as is computed using any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following formula: X = Y(A-B) ------ A where X = an exercise of a portion of this Warrant, the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number shares of Shares covered Common Stock represented by this Warrant in respect of will be the amount indicated on Annex B attached hereto (which may be less than the cashless exercise election is made. A = amount stated on the Fair Market Value (as defined in Article V face hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made).

Method of Exercise. To exercise this Warrant in whole The Option shall be exercised by the tender of cash, or, at the discretion of the Company, by delivery of shares of Common Stock already owned by Optionee or in parta combination of cash or such shares of Common Stock, or through such other means that the Holder shall deliver Company determines are acceptable, and delivery to the Company at its principal place of business of a written notice of exercise, at least five (5) days prior to the Warrant Agency, date of exercise. The written notice must: (a) this Warrant, (b) a written notice, in substantially State the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrantthe Option, the number of whole Shares with respect to which notice shall specify the Option is being exercised (which may not be less than ten thousand (10,000) Shares, unless the number being exercised is the balance of the number of Shares that may be exercised under the Option), the method of exercise elected by the Optionee, and the name, address, and social security number of the person in whose name the stock certificate for such Shares is to be purchasedregistered; (b) be signed by the person entitled to exercise the Option, and if the denominations Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to the Company, of the share certificate right of such person or certificates desired and persons to exercise the name or names in which such certificates are to be registered and Option; and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shallbe delivered by hand or by registered or certified mail, as promptly as practicable and in any event within seventypostage pre-two hours thereafterpaid, execute and deliver or cause return receipt requested, to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, 's principal place of or to such other location as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received writing by the CompanyCompany from time to time. If this Warrant shall have been exercised only Within ten (10) days after the Company receives such notice in parta form satisfactory to the Company and the acceptance of payment, the Company shallshall deliver to the Optionee a certificate representing the Shares purchased hereunder. Notwithstanding the foregoing, at the time of Company may delay delivery of the certificate for Shares purchased hereunder until (i) the admission of such shares to listing on any stock exchange on which the shares may then be listed, (ii) receipt of any required representation by you or certificatescompletion of any registration or other qualification of such shares under any state or federal law or regulation that the Company's counsel shall determine as necessary or advisable, deliver to or (iii) receipt by the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for Company of advice by this Warrant, which new Warrant shall in counsel that all other respects be identical applicable legal requirements have been complied with this Warrant, or, at the request and that delivery of the Holdercertificate will not adversely affect the federal or state income tax treatment of the Company. As a condition of exercising the Option, appropriate notation you may be made on this Warrant which shall then be returned required to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance execute a customary written indication of your investment intent and delivery of Share certificates and new Warrants such other agreements as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect deems necessary or appropriate to receive, without the payment of comply with any additional consideration, Shares equal to the value of this Warrant applicable laws or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is maderegulations.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached heretohereto as Annex A, of such Holder's election to exercise this Warrant, which notice shall specify (i) whether the Holder is exercising an A Warrant and/or a B Warrant, (ii) the number of Shares shares of Common Stock to be purchasedpurchased under an A Warrant and/or a B Warrant, as applicable, (iii) the denominations of the share certificate or certificates desired desired, and (iv) the name or names in which such certificates are to be registered and the registered, (c) if the aggregate Common Stock to be received upon the exercise of this Warrant has not been registered under the Securities Act, a written certification in substantially the form of the Certification attached hereto as Annex B, and (d) payment of the Exercise Price for with respect to such shares. Such payment may be made, at the Shares purchased (unless option of the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, by cash, money order, certified or bank cashier's check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours five Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and a new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share share certificates or a new Warrants Warrant shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) X = ------ A where X = Where X= the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = Y= the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = A= the Fair Market Value (as defined in Article V IV hereof) of one Share, as at the time the cashless exercise election is made. B = B= the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise 3.1 Subject to the terms and conditions of this Warrant in whole or in partAgreement and to the extent permitted by the PRC Laws, the Holder shall deliver WFOE has the absolute discretion to determine the time, manner and number of times of its Exercise. 3.2 Subject to the terms and conditions of this Agreement and to the extent not in violation of the PRC Laws then in effect, the WFOE is entitled to require at any time that all or part of the shares of the Company be transferred from the Existing Shareholders to it or other entity or individual designated by it. 3.3 Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-current PRC Laws, the WFOE is entitled to require at any time that all or part of the Warrant AgencyCompany Assets be transferred from the Company to it or other entity or individual designated by it. 3.4 In respect of the Share Transfer Option, at each Exercise, the WFOE is entitled to determine the number of the Transferred Shares which shall be transferred from the Existing Shareholders to the WFOE and/or its designated entity or individual, and the Existing Shareholders shall sell the Transferred Shares to the WFOE and/or its designated entity or individual of which the number is so determined by the WFOE. In respect of the purchase of the Transferred Shares at each Exercise, the WFOE and/or its designated entity or individual shall pay the Transfer Price to the Existing Shareholders who are selling the Transferred Shares. 3.5 In respect of the Asset Purchase Option, at each Exercise, the WFOE is entitled to determine the specific Company Assets which shall be transferred from the Company to the WFOE and/or its designated entity or individual, and the Company shall sell the Transferred Assets to the WFOE and/or its designated entity or individual as requested by the WFOE. In respect of the purchase of the Transferred Assets at each Exercise, the WFOE and/or its designated entity or individual shall pay the Transfer Price to the Company. 3.6 At each Exercise, the WFOE may require the Transferred Shares or Transferred Assets to be transferred to itself, or require all or part of the Transferred Shares or Transferred Assets to be transferred to any third party designated by it. 3.7 At each Exercise decided by the WFOE, an exercise notice of the Share Transfer Option or the Asset Purchase Option (a) this Warrant, (b) a written notice, in substantially each an “Exercise Notice,” the form of which is attached as Appendix II and Appendix III) shall be served by the Subscription Notice attached heretoWFOE to the Existing Shareholders or the Company, of such Holder's election to exercise this Warrant, which notice shall specify as the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)case may be. The Existing Shareholders or the Company shall, as promptly as practicable and in any event within seventy-two hours thereafterupon receipt of the Exercise Notice, execute and deliver or cause to be executed and deliveredimmediately transfer, in accordance with such noticethe Exercise Notice, a certificate all the Transferred Shares to the WFOE and/or its designated entity or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued individual in the name of the Holder manner provided in Article 3.4 or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value 3.5 of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeAgreement.

Method of Exercise. To exercise this (a) This Warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "NOTICE OF EXERCISE") substantially in the form attached hereto as EXHIBIT A via facsimile to the Company. Promptly thereafter the Holder shall surrender this Warrant (if the entire amount of the Warrant is subject to the Notice of Exercise) to the Company at its principal office via overnight delivery service, accompanied by payment of the Purchase Price multiplied by the number of shares of Common Stock for which this Warrant is being exercised (the "EXERCISE PRICE"). Payment of the Exercise Price shall be made, at the option of the Holder, (i) by check or bank draft payable to the order of the Company, or (ii) by wire transfer to the account of the Company. Upon exercise, the Holder shall be entitled to receive within three Trading Days of the Exercise Date (as defined herein), one or more certificates, issued in the Holder's name or in such name or names as the Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. The shares of Common Stock so purchased shall be deemed to be issued as of the close of business on the date on which the Company shall have received from the Holder payment in full of the Exercise Price (the "EXERCISE DATE"). (b) Upon exercise of a portion of this Warrant in accordance with the terms hereof, records showing the amount so exercised and the date of exercise shall be maintained on a ledger substantially in the form of ANNEX B attached hereto (an originally signed and executed copy of which shall be delivered to the Company with each Notice of Exercise). The Company shall maintain the originally signed and executed ledger and the Holder shall maintain a copy thereof. Upon execution of the exercise of the Warrants contemplated by the Notice of Exercise, the Company shall deliver to the Holder a copy of ANNEX B signed and executed by the Company, and the Holder shall deliver to the Company at a copy of Annex B signed by the Warrant AgencyHolder. It is specifically contemplated that the Company shall act as the calculation agent for all exercises of this Warrant. The Holder and any assignee, (a) by acceptance of this Warrant, (b) a written noticeacknowledges and agrees that, in substantially the form by reason of the Subscription Notice attached heretoprovisions of this paragraph, following an exercise of such Holder's election to exercise a portion of this Warrant, which notice shall specify the number of Shares to shares of Common Stock represented by this Warrant will be purchased, the denominations of amount indicated on ANNEX B attached hereto (which may be less than the share certificate or certificates desired and amount stated on the name or names in which such certificates are to be registered and face hereof). (c) In the aggregate Exercise Price for event there is a dispute as to the Shares purchased (unless number of shares of Common Stock the Holder chooses the "cashless exercise" option provided in the third paragraph is entitled to receive upon exercise of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in partWarrant, the Company shall, at the time of delivery of the certificate or certificates, deliver shall issue to the Holder the number of shares not in dispute and the Company and the Holder will use their best efforts to resolve such dispute within one Business Day following the receipt of a new Warrant evidencing Notice of Exercise. If such dispute cannot be resolved within such one-day period, the rights Company and the Holder shall submit the dispute to purchase an independent accountant mutually agreed upon by the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at Company and the request Holder to make a final and binding determination of the Holder, appropriate notation may be made on this Warrant which shall then be returned number of shares owed to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery issue shares of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient Common Stock owed to pay all transfer taxes payable Holder as a result of such transfer shall be paid by the Holder at resolution of the time of delivering dispute within two Business Days following the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeaccountant's independent determination.

Method of Exercise. To exercise this (a) This Warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "NOTICE OF EXERCISE") substantially in the form attached hereto as EXHIBIT A via facsimile to the Company. Prior to sending the Notice of Exercise via facsimile, the Holder shall give ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ notice of its intent to submit a Notice of Exercise by telephone (and if ▇▇. ▇▇▇▇▇▇▇▇▇▇ is not available to be reached by telephone, either ▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ by telephone, or such other person designated by the Company after the Closing Date). Promptly thereafter the Holder shall surrender this Warrant (if the entire amount of the Warrant is subject to the Notice of Exercise) to the Company at its principal office via overnight delivery service, accompanied by payment of the Purchase Price multiplied by the number of shares of Common Stock for which this Warrant is being exercised (the "EXERCISE PRICE"). Payment of the Exercise Price shall be made, at the option of the Holder, (i) by check or bank draft payable to the order of the Company, or (ii) by wire transfer to the account of the Company. Upon exercise, the Holder shall be entitled to receive within three Trading Days of the Exercise Date (as defined herein), one or more certificates, issued in the Holder's name or in such name or names as the Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. The shares of Common Stock so purchased shall be deemed to be issued as of the close of business on the date on which the Company shall have received from the Holder payment in full of the Exercise Price (the "EXERCISE DATE"). (b) Upon exercise of a portion of this Warrant in accordance with the terms hereof, records showing the amount so exercised and the date of exercise shall be maintained on a ledger substantially in the form of ANNEX B attached hereto (an originally signed and executed copy of which shall be delivered to the Company with each Notice of Exercise). The Company shall maintain the originally signed and executed ledger and the Holder shall maintain a copy thereof. Upon execution of the exercise of the Warrants contemplated by the Notice of Exercise, the Company shall deliver to the Holder a copy of ANNEX B signed and executed by the Company, and the Holder shall deliver to the Company at a copy of Annex B signed by the Warrant AgencyHolder. It is specifically contemplated that the Company shall act as the calculation agent for all exercises of this Warrant. The Holder and any assignee, (a) by acceptance of this Warrant, (b) a written noticeacknowledges and agrees that, in substantially the form by reason of the Subscription Notice attached heretoprovisions of this paragraph, following an exercise of such Holder's election to exercise a portion of this Warrant, which notice shall specify the number of Shares to shares of Common Stock represented by this Warrant will be purchased, the denominations of amount indicated on ANNEX B attached hereto (which may be less than the share certificate or certificates desired and amount stated on the name or names in which such certificates are to be registered and face hereof). (c) In the aggregate Exercise Price for event there is a dispute as to the Shares purchased (unless number of shares of Common Stock the Holder chooses the "cashless exercise" option provided in the third paragraph is entitled to receive upon exercise of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in partWarrant, the Company shall, at the time of delivery of the certificate or certificates, deliver shall issue to the Holder the number of shares not in dispute and the Company and the Holder will use their best efforts to resolve such dispute within one Business Day following the receipt of a new Warrant evidencing Notice of Exercise. If such dispute cannot be resolved within such one-day period, the rights Company and the Holder shall submit the dispute to purchase an independent accountant mutually agreed upon by the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at Company and the request Holder to make a final and binding determination of the Holder, appropriate notation may be made on this Warrant which shall then be returned number of shares owed to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery issue shares of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient Common Stock owed to pay all transfer taxes payable Holder as a result of such transfer shall be paid by the Holder at resolution of the time of delivering dispute within two Business Days following the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeaccountant's independent determination.

Method of Exercise. (a) To exercise this Warrant the Option (in whole or in part), Liberty shall deliver to Holder (with a copy to the Company) (i) an Option Notice (substantially in the form of Exhibit 2.3 attached hereto) duly executed by Liberty and specifying the number of Option Shares to be purchased and (ii) an amount equal to the aggregate Exercise Price for all Option Shares as to which the Option is then being exercised. At the option of Liberty, payment of the Exercise Price shall be made (i) by wire transfer of immediately available funds (in U.S. dollars) to an account in a bank located in the United States designated by Holder for such purpose, (ii) by certified check payable to the order of Holder, or (iii) by any combination of such methods. (b) As promptly as practicable, and in any event within 10 Business Days after receipt of the copy of the Option Notice delivered pursuant to section 2.3(a), Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify all certificates representing the number of Option Shares specified in the Option Notice endorsed by Holder for surrender to be purchasedand cancellation by the Company, and the denominations of the share Company shall issue and deliver to Liberty, a certificate or certificates desired and representing the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the number of Option Shares purchased (unless the Holder chooses the "cashless exercise" option provided specified in the third paragraph of this Section 1.01)Option Notice. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, upon submission by Holder of a stock certificate or certificates representing the aggregate number of Shares specified in said notice. The Share issued upon such exercise, cancel such old certificate or certificates so delivered and issue a new certificate representing the remaining Option Shares. (c) Unless otherwise requested by Liberty, an Option shall be in such denominations as determined by deemed to have been exercised and to be effective and the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates representing Option Shares shall be deemed to have been issued, and such Holder or any other person so designated to be named therein Liberty shall be deemed for all purposes to have become holders the holder of record of such SharesOption Shares for all purposes, as of the close of business on the date on which the aforementioned notice is received by last of the Company. If this Warrant Option Notice and payment of the Exercise Price shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for received by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise (i) Subject to Section 4(a) of this Warrant in whole or in partAgreement and any administrative procedures that may be established by the Company, the Holder shall deliver Vested Portion of the Option then exercisable may be exercised by delivering to the Company at the Warrant Agency, (awritten notice of intent to so exercise and may be exercised pursuant to any method prescribed in Section 5(c) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election Plan; provided that the Option may be exercised with respect to exercise this Warrant, which whole Shares only. Such notice shall specify the number of Shares to be purchased, for which the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, Option is being exercised and shall be issued accompanied by payment in full of the Exercise Price. The payment of the Exercise Price may be made at the election of the Grantee in the name form and manner provided for in the Plan and shall be subject to Section 8 of this Agreement and to Section 15 of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or Plan. (ii) Notwithstanding any other person so designated provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be named therein shall be deemed for all purposes necessary or advisable. (iii) Upon the Company’s determination that the Option has been validly exercised as to have become holders of record of such Shares, as any of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in partShares, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share issue certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription NoticeGrantee’s name for such Shares. ThereuponHowever, the Company shall issue not be liable to the HolderGrantee for damages relating to any delays in issuing the certificates, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued if any, to the Holder pursuant Grantee, any loss by the Grantee of any certificates, or any mistakes or errors in the issuance of any certificates or in the certificates themselves, if any. Notwithstanding the foregoing, the Company may elect to recognize the Grantee’s ownership through uncertificated book entry. (iv) In the event of the Grantee’s death, the Vested Portion of the Option shall remain exercisable by the Grantee’s executor or administrator, or the person or persons to whom the Grantee’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof4(a) of one Share, as at this Agreement. Any heir or legatee of the time Grantee shall take rights herein granted subject to the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeterms and conditions hereof.

Method of Exercise. To Subject to the provisions of Article 3 below, to exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, Office designated pursuant to Section 2.1: (a) this Warrant, (bi) a written notice, in substantially the form of the Subscription Notice attached heretoappearing at the end of this Warrant, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchasedpurchased and the nature of payment, whether by check or by this Warrant (pursuant to Section 1.4) or by a combination thereof; (ii) a certified or official bank check payable to the denominations order of the share certificate or certificates desired Company and/or a cancellation of a number of warrants (pursuant to Section 1.4) (and/or any other form of consideration which the Company and the name or names holder hereof may have agreed to accept in which such certificates are payment of the Current Warrant Price) in the aggregate equal to be registered the aggregate Current Warrant Price of the number of shares of Common Stock being purchased; and (ciii) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Warrant. The Company shall, shall as promptly as practicable practicable, and in any event within seventy-two hours thereafter10 days after receipt by the Company of such notice, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or denomination as may be specified in such notice, said notice and shall be issued in the name of the Holder such holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, issued and such Holder holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, shares as of the date the aforementioned notice consideration specified for such shares is received by the CompanyCompany as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the said certificate or certificates, deliver to the Holder such holder a new Warrant evidencing the rights of such holder to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holdersuch holder, appropriate notation may be made on this Warrant which shall then be and the same returned to the Holdersuch holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share such stock certificates and any new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share in case such stock certificates or new Warrants Warrant shall be registered in a name or names other than the name of the Holderholder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable as a result upon the issuance of such transfer stock certificate or certificates or any new Warrant shall be paid by the Holder holder hereof at the time of delivering the aforementioned notice of exercise mentioned above or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesame.

Method of Exercise. To exercise this Warrant in whole or in part, This Option shall be exercisable by written notice which shall state the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this WarrantOption, which notice shall specify the number of Shares in respect to which this Option is being exercised, and such other representations and agreements as to the Optionee's investment intent with respect to such Shares as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the exercise price. The exercise price may be paid: (i) in cash; (ii) by check; (iii) by delivering certificates of other shares of Common Stock of the Company; (iv) by transferring shares of Common Stock of the Company to the Company's transfer agent for delivery to the Company provided that the written notice of exercise is accompanied by a written acknowledgment by the Optionee that the Optionee has instructed her broker dealer to transfer such shares and such transfer is confirmed by a letter from such broker dealer acknowledging that the Optionee has directed such broker dealer to transfer such shares; (v) by Optionee simultaneously exercising this Option and selling the Shares thereby acquired pursuant to a brokerage or similar arrangement approved in advance by the Board (which approval shall not be unreasonably withheld) and to use the proceeds from such sale to pay the exercise price and any federal, state and local taxes required to be purchasedwithheld as a result of such exercise; or (vi) by any other method of payment approved by the Company's Board of Directors. For purposes of clauses (iii) and (iv), the denominations value of the shares of Common Stock of the Company delivered, or to be delivered, as payment of the exercise price shall be the closing price per share of the Company's Common Stock on the last business day prior to the date the written notice is actually received and acknowledged as received by the Company. Upon receipt of payment, the Company shall deliver to Optionee or the person exercising this Option for Optionee, an appropriate certificate or certificates desired for fully paid nonassessable Shares. For purposes of clause (iv), should any Optionee fail to have the number of shares required to pay the exercise price delivered to the Company's transfer agent within 90 days, this Option, with respect to the number of shares stated in the written notice, will terminate and the name or names in which such certificates are be deemed to be registered and (c) forfeited by the aggregate Exercise Price Optionee. The certificate or certificates for the Shares purchased (unless as to which the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered Option shall be in such denominations as determined by the Company, or as may be specified in such notice, and exercised shall be issued registered in the name of the Holder or such other name or names as Optionee and shall be designated legended as set forth in such noticethe Plan and/or as required under applicable law. Such certificate or certificates shall This Option may not be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed exercised for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt fraction of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeshare.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.:

Method of Exercise. To exercise this (a) This Warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "Notice of Exercise") in the form attached hereto as Exhibit A via facsimile to the Company. Promptly thereafter the Holder shall surrender this Warrant to the Company at its principal office, accompanied by payment of the Purchase Price multiplied by the number of shares of Common Stock for which this Warrant is being exercised (the "Exercise Price"). Payment of the Exercise Price shall be made by wire transfer to the account of the Company. Upon exercise, the Holder shall deliver be entitled to the Company at the Warrant Agencyreceive, (a) this Warrantone or more certificates, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the Holder's name of the Holder or in such other name or names as shall be designated in such noticethe Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. Such certificate or certificates The shares of Common Stock so purchased shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, issued as of the close of business on the date on which the aforementioned notice is Company shall have received by from the Holder payment of the Exercise Price (the "Exercise Date"). (b) Notwithstanding anything to the contrary set forth herein, upon exercise of all or a portion of this Warrant in accordance with the terms hereof, the Holder shall not be required to physically surrender this Warrant to the Company. If this Warrant shall have been Rather, records showing the amount so exercised only in part, and the Company shall, at the time date of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants exercise shall be registered in maintained on a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked ledger in the form of Subscription NoticeAnnex B attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Exercise). ThereuponIt is specifically contemplated that the Company hereof shall act as the calculation agent for all exercises of this Warrant. In the event of any dispute or discrepancies, such records maintained by the Company shall issue to be controlling and determinative in the Holderabsence of manifest error. The Holder and any assignee, such number by acceptance of fully paid this Warrant, acknowledge and non-assessable Shares as is computed using agree that, by reason of the provisions of this paragraph, following formula: X = Y(A-B) ------ A where X = an exercise of a portion of this Warrant, the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number shares of Shares covered Common Stock represented by this Warrant in respect of will be the amount indicated on Annex B attached hereto (which may be less than the cashless exercise election is made. A = amount stated on the Fair Market Value (as defined in Article V face hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made).

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = Where X= the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = Y= the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = A= the Fair Market Value (as defined in Article V IV hereof) of one Share, as at the time the cashless exercise election is made. B = B= the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agency, Company’s principal executive office (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, notice of such Holder's ▇▇▇▇▇▇’s election to exercise this Warrant, which notice shall specify Warrant in the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered form attached hereto and (c) payment of the aggregate product of the Exercise Price for multiplied by the number of Warrant Shares purchased (unless being acquired. Such payment may be made, at the Holder chooses option of the "cashless exercise" option provided Holder, in cash, by certified or bank cashier’s check, money order or wire transfer, or any combination thereof, or in any other manner consented to in writing by the third paragraph of this Section 1.01)Company. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterafter receipt of the items required by this Section 1.02, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Warrant Shares specified in said such notice. In the alternative, the Company may instruct its transfer agent to issue the Warrant Shares in book entry format in the name of the Holder The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may shall be specified in such notice, notice and shall be issued in the name of the Holder or or, provided, in an opinion of counsel reasonably acceptable to the Company that the following is permitted under the Act and applicable state securities law, such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or Holders or any other person so designated to be named therein shall be deemed for all purposes to have become holders a Holder of record of such Shares, shares as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificatescertificates representing the number of Warrant Shares then acquired, have the option to deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation notations may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes taxes, if any, payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To Subject to the provisions of Article 3 below, to exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, Office designated pursuant to Section 2.1: (a) this Warrant, (bi) a written notice, in substantially the form of the Subscription Notice attached heretoappearing at the end of this Warrant, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchasedpurchased and the nature of payment, whether by check or by this Warrant (pursuant to Section 1.4) or by a combination thereof; (ii) a certified or official bank check payable to the denominations order of the share certificate or certificates desired Company and/or a cancellation of a number of warrants (pursuant to Section 1.4) (and/or any other form of consideration which the Company and the name or names holder hereof may have agreed to accept in which such certificates are payment of the Current Warrant Price) in the aggregate equal to be registered the aggregate Current Warrant Price of the number of shares of Common Stock being purchased; and (ciii) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Warrant. The Company shall, shall as promptly as practicable practicable, and in any event within seventy-two hours thereafter10 days after receipt by the Company of such notice, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or denomination as may be specified in such notice, said notice and shall be issued in the name of the Holder such holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, issued and such Holder holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, shares as of the date the aforementioned notice consideration specified for such shares is received by the CompanyCompany as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the said certificate or certificates, deliver to the Holder such holder a new Warrant evidencing the rights of such holder to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holdersuch holder, appropriate notation may be made on this Warrant which shall then be and the same returned to the Holdersuch holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share such stock certificates and any new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share in case such stock certificates or new Warrants Warrant shall be registered in a name or names other than the name of the Holderholder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable as a result upon the issuance of such transfer stock certificate or certificates or any new Warrant shall be paid by the Holder holder hereof at the time of delivering the aforementioned notice of exercise mentioned above or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesame.

Method of Exercise. To exercise this Warrant in whole or in part, This Option shall be exercisable by written notice which shall state the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this WarrantOption, which notice shall specify the number of Shares in respect to which this Option is being exercised and such other representations and agreements as to the Optionee's investment intent with respect to such Shares as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such written notice shall be signed by the - 1 - Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the exercise price. The exercise price may be paid: (i) in cash; (ii) by check; (iii) by delivering certificates of other share of Common Stock of the Company; (iv) by transferring shares of Common Stock of the Company to the Company's transfer agent for delivery to the Company provided that the written notice of exercise is accompanied by a written acknowledgment by the Optionee that the Optionee has instructed his/her broker dealer to transfer such shares and such transfer is confirmed by a letter from such broker dealer acknowledging that the Optionee has directed such broker dealer to transfer such shares; (v) by Optionee simultaneously exercising this Option and selling the Shares thereby acquired pursuant to a brokerage or similar arrangement approved in advance by the Board (which approval shall not be unreasonably withheld) and to use the proceeds from such sale to pay the exercise price and any federal, state and local taxes required to be purchasedwithheld as a result of such exercise; or (vi) by any other method of payment approved by the Company's Board of Directors. For purposes of clauses (iii) and (iv), the denominations value of the shares of Common Stock of the Company delivered, or to be delivered, as payment of the exercise price shall be the closing price per share of the Company's Common Stock on the last business day prior to the date the written notice is actually received and acknowledged as received by the Company. Upon receipt of payment, the Company shall deliver to Optionee or the person exercising this Option for Optionee, an appropriate certificate or certificates desired for fully paid nonassessable Shares. For purposes of clause (iv), should any Optionee fail to have the number of shares required to pay the exercise price delivered to the Company's transfer agent within 90 days, this Option, with respect to the number of shares stated in the written notice, will terminate and the name or names in which such certificates are be deemed to be registered and (c) forfeited by the aggregate Exercise Price Optionee. The certificate or certificates for the Shares purchased (unless as to which the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered Option shall be in such denominations as determined by the Company, or as may be specified in such notice, and exercised shall be issued registered in the name of the Holder or such other name or names as Optionee and shall be designated legended as set forth in such noticethe Plan and/or as required under applicable law. Such certificate or certificates shall This Option may not be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed exercised for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt fraction of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeshare.

Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office in whole Norcross, Georgia or at the office of the Company's stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit "B" hereto, duly completed and signed, and upon payment to the Company at of the Warrant AgencyPrice (as determined in accordance with the provisions of Sections 7 and 8 hereof), (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify for the number of Shares with respect to be purchased, the denominations which such Soliciting Dealer Warrant is then exercised together with all taxes applicable upon such exercise. Payment of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Warrant Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be made in such denominations as determined cash or by certified check or cashier's check, payable to the Company, or as may be specified in such notice, and shall be issued in the name order of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this A Soliciting Dealer Warrant shall have been may not be exercised only in part, if the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or be exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a Prospectus required under the laws of such state cannot be delivered to the Holder pursuant buyer on behalf of the Company. In addition, holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to this Section 1.01 upon the extent such cashless exercise election. Y = will cause them to exceed the number ownership limits set forth in the Company's Articles of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one ShareIncorporation, as at amended. If any Soliciting Dealer Warrant has not been exercised by the time the cashless exercise election is made. B = end of the Exercise Price in effect under this Warrant at Period, it will terminate and the time the cashless exercise election is madeWarrantholder will have no further rights thereunder.

Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office in whole Oak Brook, Illinois or at the office of the Company's stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit "B" hereto, duly completed and signed, and upon payment to the Company at of the Warrant AgencyPrice (as determined in accordance with the provisions of Sections 7 and 8 hereof), (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify for the number of Shares with respect to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless Soliciting Dealer Warrant is then being exercised together with all taxes applicable upon such exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment Payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = Price for the number of Shares with respect to which the Soliciting Dealer Warrant is being exercised shall be made in cash or by certified check or cashier's check, payable to the order of the Company. A Soliciting Dealer Warrant may not be exercised if the Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or be exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a prospectus relating to the Holder pursuant Offering (the "Prospectus") required under the laws of such state cannot be delivered to this Section 1.01 upon the buyer on behalf of the Company. In addition, holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to the extent such cashless exercise election. Y = will cause them to exceed the number ownership limits set forth in the Company's Second Amendment and Restatement of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one ShareCharter, as at amended (the time "Articles"). If any Soliciting Dealer Warrant has not been exercised by the cashless exercise election is made. B = end of the Exercise Price in effect under this Warrant at Period, it will terminate and the time the cashless exercise election is madeWarrantholder will have no further rights thereunder.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant AgencyCompany, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's ’s election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired desired, and the name or names in which such certificates are to be registered registered, and (c) payment of the aggregate Exercise Price for with respect to such shares. Notwithstanding the Shares purchased (unless foregoing, this Warrant shall be exercisable only to the extent and at the time or times that the Holder chooses could legally take possession and title of such shares. Payment made pursuant to clause (c) above may be made, at the "cashless exercise" option provided in of the third paragraph of this Section 1.01)Holder by cash, money order, certified or bank cashier’s check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours three Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number and type of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice, subject to Section 1.4. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a the name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agency, Company's principal executive office (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, notice of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, but in no event less than 1,000 shares, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered registered, and (c) payment of the aggregate Exercise Price for with respect to such shares. Such payment may be made, at the Shares purchased (unless option of the Holder chooses the "cashless exercise" option provided Holder, in cash, by certified or bank cashier's check, money order or wire transfer, in the third paragraph of this Section 1.01)manner specified in the next succeeding paragraph, or in any other manner consented to in writing by the Company, or any combination thereof. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterafter receipt of the items required by the preceding paragraphs of this Section 1.02, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said such notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may shall be specified in such notice, notice and shall be issued in the name of the Holder or or, provided, in an opinion of counsel reasonably acceptable to the Company, the following is permitted under the Securities Act and applicable state securities laws, such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or Holders or any other person so designated to be named therein shall be deemed for all purposes to have become holders a Holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation notations may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes taxes, if any, payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To Subject to the provisions of Article 3 below, to exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, Office designated pursuant to Section 2.1: (a) this Warrant, (bi) a written notice, in substantially the form of the Subscription Exercise Notice attached heretoappearing at the end of this Warrant, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchasedpurchased and the nature of payment, whether by check or by this Warrant (pursuant to Section 1.4) or by a combination thereof; (ii) a certified or official bank check payable to the denominations order of the share certificate or certificates desired Company and/or a cancellation of a number of warrants (pursuant to Section 1.4) (and/or any other form of consideration which the Company and the name or names Holder hereof may have agreed to accept in which such certificates are payment of the Current Warrant Price) in the aggregate equal to be registered the aggregate Current Warrant Price of the number of shares of Common Stock being purchased; and (ciii) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Warrant. The Company shall, shall as promptly as practicable practicable, and in any event within seventy-two hours thereafter10 days after receipt by the Company of such notice, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or denomination as may be specified in such notice, said notice and shall be issued in the name of the such Holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, issued and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a Holder of record of such Shares, shares as of the date the aforementioned notice consideration specified for such shares is received by the CompanyCompany as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the said certificate or certificates, deliver to the such Holder a new Warrant evidencing the rights of such Holder to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the such Holder, appropriate notation may be made on this Warrant which shall then be and the same returned to the such Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share such stock certificates and any new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share in case such stock certificates or new Warrants Warrant shall be registered in a name or names other than the name of the HolderHolder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable as a result upon the issuance of such transfer stock certificate or certificates or any new Warrant shall be paid by the Holder hereof at the time of delivering the aforementioned notice of exercise mentioned above or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesame.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, : (a) this Warrant, ; (b) a written notice, substantially in substantially the form of the subscription notice attached hereto as Annex 1 (the “Subscription Notice attached heretoNotice”), of such Holder's ’s election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired and the name or names of the Eligible Holder(s) in which such certificates are to be registered registered; and (c) payment of the aggregate Exercise Price for with respect to such shares of Common Stock. Such payment may be made, at the Shares purchased (unless option of the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, by cash, money order, certified or bank cashier’s check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours five (5) Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such noticeSubscription Notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice (or, if such notice shall not specify denominations, one certificate shall be issued) and shall be issued in the name of the Holder or such other name or names of Eligible Holder(s) as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, expenses payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 2.6 below (other than transfer, income transfer or similar taxes in connection with the transfer of securities), except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment If this Warrant shall be surrendered for exercise within any period during which the transfer books for shares of the aggregate Exercise Price, Common Stock of the Holder may elect to receive, without Company or other securities purchasable upon the payment of any additional consideration, Shares equal to the value exercise of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereuponare closed for any purpose, the Company shall issue not be required to make delivery of certificates for the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 securities purchasable upon such cashless exercise election. Y = until the number date of Shares covered by this Warrant in respect the reopening of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesaid transfer books.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the Holder date hereof until 5:00 p.m., Houston, Texas time, on January 31, 2002. To exercise the Warrants, the holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section hereof, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, or (B) through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, which notice shall specify as aforesaid, and such date is referred to herein as the number of Shares to be purchased"Exercise Date". Upon such exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to this Warrant. The Share certificate or As permitted by applicable law, the Person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result benefits of such transfer shall be paid by holder on the Holder at Exercise Date, including without limitation the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company right to receive dividends and other distributions for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at the time the cashless Date and to exercise election is madevoting rights.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant AgencyAgent, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached heretohereto as Exhibit A, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchasedpurchased (in lots of not less than 1,000 shares), the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) payment of the aggregate Exercise Price for with respect to such shares. Such payment may be made, at the Shares purchased (unless option of the Holder, by cash, certified or bank cashier's check or wire transfer. In addition to and at the time of payment of the Exercise Price, the Holder chooses shall pay to the "cashless Company the full amount of all federal and state withholding and other employment taxes applicable to the taxable income of such Holder resulting from such exercise" option provided in the third paragraph of this Section 1.01). The Company shall, shall as promptly as practicable and in any event within seventy-two hours thereafterfive (5) Business Days after receipt of the Subscription Notice, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said noticeshares of Common Stock to which the Holder is entitled. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, in denominations of 1,000 shares each, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this This Warrant is exercisable by the Holder in whole or in part, at any time, or from time to time, during the term hereof as described in Section 1 above, by the surrender of this Warrant and the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form address of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify Holder appearing on the number of Shares to be purchased, the denominations books of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) Company), upon payment of the aggregate Exercise Price for the Shares purchased number of shares for which this Warrant is being exercised either (unless i) by cash or check, or (ii) by net exercise pursuant to Section 3(b) below. Promptly after such exercise, the Company shall issue and deliver to the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified shares of Common Stock issuable upon such exercise. Upon issuances by the Company in said notice. The Share certificate or certificates so delivered accordance with the terms of this Warrant, all such shares of Common Stock shall be in such denominations as determined by the Companyvalidly issued, or as may be specified in such noticefully paid and non-assessable, and shall be issued in free from all taxes, liens and encumbrances with respect to the name of issuance thereof (except for any restrictions on sale imposed pursuant to federal or applicable state securities laws). To the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates extent permitted by applicable law, this Warrant shall be deemed to have been issuedexercised immediately prior to the close of business on the date of its surrender for exercise as provided herein, even if the Company's stock transfer books are at that time closed, and such the Holder or any other person so designated to be named therein shall be deemed treated for all purposes to have become holders as the holder of record of the Warrant Shares to be issued upon such Shares, exercise as of the date the aforementioned notice is received by the Companyclose of business on such date. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of Upon any exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such for fewer than all Warrant Shares purchasable pursuant to the Company with the "cashless exercise" election marked in the form terms of Subscription Notice. Thereuponthis Warrant, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by cancel this Warrant and execute and deliver a new Warrant or Warrants in respect of which substantially identical form for the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this remaining Warrant at the time the cashless exercise election is madeShares.

Method of Exercise. To exercise (a) While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed warrant) to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder shall deliver in writing); and (ii) the payment to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election an amount equal to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the number of Warrant Shares being purchased by cash, check, wire transfer or by surrender of instruments representing indebtedness of the Company to the Holder. (unless the Holder chooses the "cashless exercise" option provided in the third paragraph b) Each exercise of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates Warrant shall be deemed to have been issuedeffected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, and the person or persons in whose name or names any certificate for the Warrant Shares shall be issuable upon such Holder or any other person so designated to be named therein exercise as provided in Section 3(c) below shall be deemed for all purposes to have become the holder or holders of record of the Warrant Shares represented by such Sharescertificate. (c) As soon as practicable after the exercise of this Warrant in whole or in part the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) in a form substantially identical hereto, calling in the aforementioned notice is received aggregate on the face or faces thereof for the number of Warrant Shares equal to the number of such Warrant Shares called for on the face of this Warrant minus the number of Warrant Shares purchased by the Company. If this Warrant shall have been exercised only Holder upon all exercises made in part, the Company shall, accordance with Section 3(a) above or Section 4 below at the time of delivery of the certificate or certificatessurrender, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered promptly issued by the Company, in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued delivered to the Holder pursuant or to this Section 1.01 upon another person that the Holder has designated for delivery as soon as practicable, and in any event not exceeding three (3) business days from such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeexercise.

Method of Exercise. To Subject to the provisions of Article 2 below, to exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, Company: (a) this Warrant, (bi) a written notice, in substantially the form of the Subscription Notice attached heretoappearing at the end of this Warrant, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, ; (ii) a certified or official bank check payable to the denominations order of the share certificate or certificates desired and Company in the name or names in which such certificates are aggregate amount equal to be registered the Current Warrant Price multiplied by the total number of shares of Common Stock being purchased; and (ciii) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Warrant. The Company shall, shall as promptly as practicable practicable, and in any event within seventy-two hours thereafter10 days after receipt by the Company of such notice, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or denomination as may be specified in such notice, said notice and shall be issued in the name of the Holder such holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, issued and such Holder holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, shares as of the date the aforementioned notice consideration specified for such shares is received by the CompanyCompany as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the said certificate or certificates, deliver to the Holder such holder a new Warrant evidencing the rights of such holder to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holdersuch holder, appropriate notation may be made on this Warrant which shall then be and the same returned to the Holdersuch holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share such stock certificates and any new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share in case such stock certificates or new Warrants Warrant shall be registered in a name or names other than the name of the Holderholder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable as a result upon the issuance of such transfer stock certificate or certificates or any new Warrant shall be paid by the Holder holder hereof at the time of delivering the aforementioned notice of exercise mentioned above or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesame.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached heretohereto as Annex A, of such Holder's election to exercise this Warrant, which notice shall specify (i) whether the Holder is exercising an A Warrant and/or a B Warrant, (ii) the number of Shares shares of Common Stock to be purchasedpurchased under an A Warrant and/or a B Warrant, as applicable, (iii) the denominations of the share certificate or certificates desired desired, and (iv) the name or names in which such certificates are to be registered and the registered, (c) if the aggregate Common Stock to be received upon the exercise of this Warrant has not been registered under the Securities Act, a written certification in substantially the form of the Certification attached hereto as Annex B, and (d) payment of the Exercise Price for with respect to such shares. Such payment may be made, at the Shares purchased (unless option of the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, by cash, money order, certified or bank cashier's check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours five Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share share certificates or new Warrants Warrant shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder (i) This Option shall deliver be exercisable by delivering to the Company at an Exercise Notice in a form prescribed by the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially Company that shall state the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrantthe Option, which notice shall specify the whole number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares of Common Stock as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by ▇▇▇▇▇▇▇ and shall be delivered in person or by certified mail to the corporate secretary of the Company. The written notice shall be accompanied by payment of the Option Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the payment of the Option Price as set forth in Section 4 below. ▇▇▇▇▇▇▇ UNDERSTANDS AND AGREES THAT THE EXERCISE NOTICE IMPOSES CERTAIN RESTRICTIONS ON TRANSFER (INCLUDING A MARKET STAND-OFF AGREEMENT), A RIGHT OF FIRST REFUSAL, A PLEDGE, A REPURCHASE OPTION AND A DRAG-ALONG ON THE SHARES, WHICH SHALL BE BINDING ON THE HOLDER OF THE SHARES AND ALL TRANSFEREES THEREOF. (ii) As a condition to the exercise election of this Option, ▇▇▇▇▇▇▇ agrees to make adequate provision for federal, state, provincial or other tax withholding obligations, if any, which arise upon the exercise of the Option or disposition of Shares issued thereunder, whether by withholding, direct payment to the Company, or otherwise. (iii) No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Grantee on the date on which the Option is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeexercised with respect to such Shares.

Method of Exercise. To exercise this Warrant in whole or in part, after the date on which Shareholder Approval is obtained, the Holder shall deliver to the Company at the Warrant Agency, : (a) this Warrant, ; (b) a written notice, substantially in substantially the form of the subscription notice attached hereto as Annex 1 (the “Subscription Notice attached heretoNotice”), of such Holder's ’s election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired and the name or names of the Eligible Holder(s) in which such certificates are to be registered registered; and (c) payment of the aggregate Exercise Price for with respect to such shares of Common Stock. Such payment may be made, at the Shares purchased (unless option of the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, by cash, money order, certified or bank cashier’s check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours five (5) Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such subscription notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice (or, if such notice shall not specify denominations, one certificate shall be issued) and shall be issued in the name of the Holder or such other name or names of Eligible Holder(s) as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, expenses payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 2.6 below (other than transfer, income transfer or similar taxes in connection with the transfer of securities), except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment If this Warrant shall be surrendered for exercise within any period during which the transfer books for shares of the aggregate Exercise Price, Common Stock of the Holder may elect to receive, without Company or other securities purchasable upon the payment of any additional consideration, Shares equal to the value exercise of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereuponare closed for any purpose, the Company shall issue not be required to make delivery of certificates for the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 securities purchasable upon such cashless exercise election. Y = until the number date of Shares covered by this Warrant in respect the reopening of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesaid transfer books.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant AgencyCompany, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired and desired, the name or names in which such certificates are to be registered registered, and (c) payment of the Exercise Price with respect to such shares. Notwithstanding the foregoing, this Warrant shall be exercisable only, to the extent and at the time or times, that the Holder could legally take possession and title of such shares. Payment made pursuant to clause (c) above may be made, at the option of the Holder: (x) by cash, money order, certified or bank cashier's check or wire transfer, (y) the surrender to the Company of securities of the Company having a Fair Market Value equal to the aggregate Exercise Price for Price, or (z) the Shares purchased (unless delivery of a notice to the Company that the Holder chooses is exercising this Warrant by authorizing the "cashless exercise" option provided in Company to reduce the third paragraph number of shares of Common Stock subject to this Section 1.01)Warrant by the number of shares having an aggregate Fair Market Value equal to the aggregate Exercise Price. The Company shall, as promptly as practicable and in any event within seventy-two hours five Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number and type of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice, subject to Section 1.4. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securitiesHolder's legal and accounting fees and disbursements), except that, if Share share certificates or new Warrants shall be registered in a the name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or of promptly upon receipt of or a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part(i) Subject to Section 3(a), the Holder shall deliver Vested Portion of the Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form Option may be exercised with respect to whole shares of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which Common Stock only. Such notice shall specify the number of Shares to be purchased, shares of Common Stock for which the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, Option is being exercised and shall be issued accompanied by payment in full of the Exercise Price. The payment of the Exercise Price shall be made in cash or, subject to the consent of the Committee, in shares of Common Stock which have been owned by the Participant for at least six months, such shares to be valued at their Fair Market Value (as such term is defined in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, Management Stockholders’ Agreement) as of the date of exercise. (ii) Notwithstanding any other provision of the aforementioned notice Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the shares of Common Stock that is received by required to comply with applicable state and federal securities or any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine in good faith to be necessary or advisable. (iii) Upon the Company. If this Warrant shall have ’s determination that the Option has been validly exercised only in part, the Company shall, at the time of delivery as to any of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request shares of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. ThereuponCommon Stock, the Company shall issue certificates in the Participant’s name for such shares. However, the Company shall not be liable to the HolderParticipant for damages relating to any delays in issuing the certificates to him, such number any loss of fully paid the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of the Option shall remain exercisable by, the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and non-assessable Shares distribution as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued case may be, to the Holder pursuant extent set forth in Section 3(a) (any of the foregoing, a “Permitted Transferee”). Any heir or legatee of the Participant shall take rights herein granted subject to this Section 1.01 upon such cashless exercise electionthe terms and conditions hereof. Y = During the number of Shares covered Participant’s lifetime, the Option is exercisable only by this Warrant in respect of which the cashless exercise election is made. A = Participant. (v) As a condition to exercising the Fair Market Value (as defined in Article V hereof) of one ShareOption, as at the time Participant shall become a party to the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeManagement Stockholders’ Agreement.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the Holder hereof, in whole or in part, at any time and from time to time on or after the date hereof until 5:00 p.m., Houston, Texas time, on August 12, 2004 (the "Exercise Date"). To exercise the Warrants, the Holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1 hereof, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or immediately available funds for all Warrant Shares purchased hereunder, or (B) if the Company and the Holder mutually elect, through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the Holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, which notice shall specify as aforesaid, and such date is referred to herein as the number of Shares to be purchased"Exercise Date". Upon such exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the Holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to this Warrant. The Share certificate or As permitted by applicable law, the person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result benefits of such transfer shall be paid by holder on the Holder at Exercise Date, including without limitation the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company right to receive dividends and other distributions for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at the time the cashless Date and to exercise election is madevoting rights.

Method of Exercise. To exercise PAYMENT; ISSUANCE OF NEW WARRANT. Subject to SECTION 1 hereof, the purchase right represented by this Warrant may be exercised by the holder or holder's assignee hereof, in whole or in partpart and from time to time, by the Holder shall deliver surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A duly executed) at the principal office of the Company and by the payment to the Company at the Warrant AgencyCompany, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached heretoby check, of such Holder's election an amount equal to exercise this Warrant, which notice shall specify the then applicable Warrant Price multiplied by the number of Shares to then being purchased. The person or persons in whose name(s) any certificate(s) representing Shares shall be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph issuable upon exercise of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered Warrant shall be in such denominations as determined by deemed to have become the Company, or as may be specified in such noticeholder(s) of record of, and shall be issued in treated for all purposes as the name of record holder(s) of, the Holder or shares represented thereby (and such other name or names as shall be designated in such notice. Such certificate or certificates shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. This Warrant may be subsequently assigned by the holder. If so assigned, and such Holder or any other person so designated to be named therein the assignee shall be deemed for the subsequent holder and all purposes to have become holders provisions contained herein shall apply as if the assignee was the original holder. In the event of record of such Shares, as any exercise of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for represented by this Warrant, which certificates for the shares of stock so purchased shall be delivered to the holder hereof as soon as possible and in any event within thirty days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant shall in all other respects be identical with this Warrant, or, at representing the request portion of the HolderShares, appropriate notation may be made on if any, with respect to which this Warrant which shall not then be returned to the Holder. The Company have been exercised shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to also be issued to the Holder pursuant to this Section 1.01 upon holder hereof as soon as possible and in any event within such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madethirty day period.

Method of Exercise. To exercise (a) While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed warrant) to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder shall deliver in writing); and (ii) the payment to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election an amount equal to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the number of Conversion Shares being purchased by cash, check, wire transfer or by surrender of instruments representing indebtedness of the Company to the Holder. (unless the Holder chooses the "cashless exercise" option provided in the third paragraph b) Each exercise of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates Warrant shall be deemed to have been issuedeffected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, and the person or persons in whose name or names any certificate for the Conversion Shares shall be issuable upon such Holder or any other person so designated to be named therein exercise as provided in Section 3(c) below shall be deemed for all purposes to have become the holder or holders of record of the Conversion Shares represented by such Sharescertificate. (c) As soon as practicable after the exercise of this Warrant in whole or in part the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Conversion Shares to which such Holder shall be entitled, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aforementioned notice is received aggregate on the face or faces thereof for the number of Conversion Shares equal to the number of such Conversion Shares called for on the face of this Warrant minus the number of Conversion Shares purchased by the Company. If this Warrant shall have been exercised only Holder upon all exercises made in part, the Company shall, accordance with Section 3(a) above or Section 4 below at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesurrender.

Method of Exercise. To (a) While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the vested portion of the purchase rights evidenced hereby. Such exercise shall be effected by: (i) delivering to the Company a duly executed copy of the Notice of Exercise attached hereto (the “Notice of Exercise”), to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and (ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased. Under no circumstances shall an original ink-signed paper copy of this Warrant be required for any exercise of the Holder’s rights hereunder, nor shall this Warrant or any physical copy thereof be required to be physically surrendered at the time of any exercise hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which the Holder exercises this Warrant as provided in Section 4(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificate for the Shares shall be issuable upon such exercise as provided in Section 4(c) below shall be deemed to have become the holder or holders of record of such Shares represented by such certificate. (c) Within three (3) Business Days after the exercise of this Warrant (the “Delivery Deadline”) in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Shares to which the Holder shall be entitled. Any stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the exercising Holder shall reasonably request in the Notice of Exercise and shall be registered in the name of the Holder or such other person’s name as shall be designated in the Notice of Exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, specifying in the aggregate on the face or faces thereof for the number of Shares equal to the number of Shares described in this Warrant (subject to adjustment as provided herein) minus the number of such Shares purchased by the Holder upon all exercises made in accordance with Section 4(a) above or Section 6(a) below prior to such issuance and delivery. (d) If, at the time of exercise, the Company has a transfer agent for its Common Stock (the “Transfer Agent”), then, upon the exercise of this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable at its own cost and in any event within seventy-two hours thereafterexpense, execute take all necessary action, including obtaining and deliver or cause delivering an opinion of counsel, to be executed and delivered, in accordance with such notice, a certificate or certificates representing assure that the aggregate number of Transfer Agent shall issue Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder (or its nominee) or such other name or names persons as shall be designated by the Holder and in such noticedenominations as specified in the applicable Notice of Exercise. Such certificate or certificates shall The Company represents and warrants that no instructions other than the foregoing instructions will be deemed given to have been issuedthe Transfer Agent and that, unless waived by the Holder, this Warrant and the Shares will be freely transferable, and will not contain a legend restricting the resale or transferability of the Shares if the Unrestricted Conditions set forth in Section 15(b) are met. (e) If the Company fails to transmit, or cause the Transfer Agent to transmit, to the Holder the Shares by the Delivery Deadline, then the Holder will have the right to rescind such Holder or exercise. (f) In addition to any other person so designated rights available to the Holder, including the right to rescind the exercise as provided above, if as a result of a failure to timely deliver the Shares by the Delivery Deadline (a “Delivery Failure”) the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale anticipated to be named therein made by the Holder of all or portion of such Shares which are the subject of such Delivery Failure (an “Anticipated Sale”), then the Company shall be deemed (i) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for all purposes the shares of Common Stock so purchased exceeds (y) an amount equal to have become holders the product of record (A) the number of Shares that the Holder anticipated to sell in such Anticipated Sale, multiplied by (B) the aggregate Exercise Price payable for such Shares, as and (ii) at the option of the date Holder, either reinstate the aforementioned portion of this Warrant and equivalent number of Shares in respect of which such Delivery Failure occurred and return to the Holder the aggregate Exercise Price paid for such Shares or deliver to the Holder the number of Shares that would have been issued had the Company timely complied with its obligations hereunder to issue such Shares upon such exercise. The Holder shall provide the Company written notice is received indicating the amounts payable to the Holder, together with applicable confirmations and other evidence reasonably requested by the Company. If this Warrant Notwithstanding anything herein, there shall have been exercised only in partnot be deemed to be a Delivery Failure, and the Company shallDelivery Deadline shall be extended, at the time of delivery of the certificate or certificates, deliver to if the Holder a new Warrant evidencing fails to timely provide any documentation or information required by the rights to purchase the remaining Shares called for by terms of this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To (a) While this Warrant remains outstanding and exercisable in accordance with Section 2 above, MLSC may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (A) the surrender of the Warrant or a notarized certificate or affidavit that the Warrant is lost, stolen, mutilated or destroyed, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the Company at its principal office; and (B) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Warrant Shares being purchased. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Warrant Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificate. (c) As soon as practicable after the exercise of this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or its expense will cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of, and delivered to, MLSC, or as MLSC (upon payment by MLSC of the Holder or such other name or names as shall be designated in such notice. Such any applicable transfer taxes) may direct: (A) a certificate or certificates for the number of Warrant Shares to which MLSC shall be deemed to have been issuedentitled, and and (B) in case such Holder exercise is in part only, a new warrant or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of warrants (dated the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only hereof) of like tenor, calling in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, on the Holder may elect to receive, without face or faces thereof for the payment number of any additional consideration, Warrant Shares equal to the value number of such Warrant Shares called for on the face of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = minus the number of Warrant Shares to be issued to the Holder pursuant to this purchased by MLSC upon all exercises made in accordance with Section 1.01 upon such cashless 3(a) above or Section 4 below. (d) Upon exercise election. Y = the number of Shares covered by this Warrant in respect for Equity Interests, the holder shall, if not already a party thereto, execute counterpart signature pages to such additional documents and agreements as are applicable to all holders of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) shares of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeEquity Interests.

Method of Exercise. (a) To exercise this Warrant Option in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Option Agency, (ai) this WarrantOption, (bii) a written notice, in substantially the form of the Subscription Notice attached heretohereto as Annex A, of such Holder's election to exercise this WarrantOption, which notice shall specify (A) the number of Option Shares to be purchased, (B) the denominations of the share certificate or certificates desired desired, and (C) the name or names in which such certificates are to the registered, (iii) if the Common Stock to be received upon the exercise of this Option has not been registered under the Securities Act, a written certification in substantially the form of the Certification attached hereto as Annex B, and (civ) payment of the aggregate Exercise Price for with respect to such Option Shares. Such payment may be made, at the Shares purchased (unless option of the Holder, by cash, money order, certified or bank cashier's check or wire transfer; provided, however, that if this Option is exercised after the occurrence of a Change in Control that is also a Capital Reorganization in which cash is received by the stockholders of the Company, then the Holder chooses may elect to offset the "cashless exercise" option provided in amount of cash due to the third paragraph Holder from such Capital Reorganization against the Exercise Price payable upon exercise of this Section 1.01)Option. The Company shall, as promptly as practicable and in any event within seventy-two hours five Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Option Shares specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of Option Shares for which the Option is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a Holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant Option shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant Option evidencing the rights right to purchase the remaining Option Shares called for by this WarrantOption, which new Warrant Option shall in all other respects be identical with this WarrantOption, or, at the request of the Holder, appropriate notation may be made on this Warrant Option which shall then be returned to the Holder. The Company shall pay all expenses, taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and a new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Option, except that, if Share share certificates or a new Warrants Option shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise Subject to the terms and conditions hereof, this Warrant may be exercised by Holder, in whole or in part, at any time on any Business Day (as hereinafter defined) on or after the Holder shall deliver opening of business on the date hereof and prior to 11:59 P.M. New York Time on the Company at the Warrant Agency, Expiration Date by (ai) this Warrant, (b) delivery of a written notice, in substantially the form of the Subscription Notice subscription form attached heretoas Exhibit A hereto (the "EXERCISE NOTICE"), of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, (ii) (A) payment to the denominations Company of an amount equal to the Warrant Exercise Price multiplied by the number of Shares as to which this Warrant is being exercised (the "AGGREGATE EXERCISE PRICE") by wire transfer of immediately available funds (or by check if the Company has not provided Holder with wire transfer instructions for such payment) or (B) by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as hereinafter defined), and (iii) unless Holder has previously delivered this Warrant to the Company and it or a new replacement Warrant has not yet been delivered to Holder, the surrender to a common carrier for overnight delivery to the Company as soon as practicable following such date, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction). In the event of any exercise of the share certificate rights represented by this Warrant in compliance with this Section 4(a), the Company shall on the second (2nd) Business Day (the "WARRANT SHARE DELIVERY DATE") following the date of its receipt of the Exercise Notice, the Aggregate Exercise Price (or certificates desired and the name or names in which such certificates are to be registered notice of Cashless Exercise) and (cunless Holder has previously delivered this Warrant to the Company and it or a new replacement Warrant has not yet been delivered to Holder), this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option EXERCISE DELIVERY DOCUMENTS"), (A) provided that the transfer agent is participating in the third paragraph of this Section 1.01). The Depository Trust Company shall("DTC") Fast Automated Securities Transfer Program and provided that Holder is eligible to receive shares through DTC, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with credit such notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock to which Holder shall be entitled to Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) issue and deliver to the address specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the CompanyExercise Notice, or as may be specified in such noticea certificate, and shall be issued registered in the name of Holder or its designee, for the number of shares of Common Stock to which the Holder or such other name or names as shall be designated entitled. Upon (x) delivery of the Exercise Notice and (y) the Aggregate Exercise Price referred to in such notice. Such certificate clause (ii)(A) above or certificates shall be deemed notification to have been issuedthe Company of a Cashless Exercise, and such the Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become holders the holder of record of such Sharesthe Shares with respect to which this Warrant has been exercised, as irrespective of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to as required by clause (iii) above or the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of evidencing such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeShares.

Method of Exercise. To Subject to the provisions of Article 3 below, to exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, Office designated pursuant to Section 2.1: (a) this Warrant, (bi) a written notice, in substantially the form of the Subscription Notice attached heretoappearing at the end of this Warrant, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, ; (ii) a certified or official bank check payable to the denominations order of the share certificate or certificates desired and Company in an amount equal to the name or names in which such certificates are to be registered aggregate Current Warrant Price of the number of shares of Common Stock being purchased; and (ciii) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Warrant. The Company shall, shall as promptly as practicable practicable, and in any event within seventy-two hours thereafter10 days after receipt by the Company of such notice, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or denomination as may be specified in such notice, said notice and shall be issued in the name of the Holder such holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, issued and such Holder holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, shares as of the date the aforementioned notice consideration specified for such shares is received by the CompanyCompany as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the said certificate or certificates, deliver to the Holder such holder a new Warrant evidencing the rights of such holder to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holdersuch holder, appropriate notation may be made on this Warrant which shall then be and the same returned to the Holdersuch holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share such stock certificates and any new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share in case such stock certificates or new Warrants Warrant shall be registered in a name or names other than the name of the Holderholder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable as a result upon the issuance of such transfer stock certificate or certificates or any new Warrant shall be paid by the Holder holder hereof at the time of delivering the aforementioned notice of exercise mentioned above or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesame.

Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office in whole Orlando, Florida or at the office of the Company's stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit B hereto, duly completed and signed, and upon payment to the Company at of the Warrant AgencyPrice (as determined in accordance with the provisions of Sections 7 and 8 hereof), (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify for the number of Shares with respect to be purchased, the denominations which such Soliciting Dealer Warrant is then exercised together with all taxes applicable upon such exercise. Payment of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Warrant Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be made in such denominations as determined cash or by certified check or cashier's check, payable to the Company, or as may be specified in such notice, and shall be issued in the name order of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this A Soliciting Dealer Warrant shall have been may not be exercised only in part, if the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or be exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a Prospectus required under the laws of such state cannot be delivered to the Holder pursuant buyer on behalf of the Company. In addition, holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to this Section 1.01 upon the extent such cashless exercise electionwill cause them to exceed the ownership limits set forth in the Company's Articles of Incorporation. Y = If any Soliciting Dealer Warrant has not been exercised by the number end of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at Period, it will terminate and the time the cashless exercise election is madeWarrantholder will have no further rights thereunder.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's ’s election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "“cashless exercise" ” option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "“cashless exercise" ” election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = Where X= the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = Y= the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = A= the Fair Market Value (as defined in Article V IV hereof) of one Share, as at the time the cashless exercise election is made. B = B= the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole This Option shall be exercisable by execution and delivery of the Exercise Agreement attached hereto as Exhibit A or in part, the Holder shall deliver to of any other form of written notice approved for such purpose by the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's which shall state Optionee’s election to exercise this WarrantOption, which notice shall specify the number of Shares in respect of which this Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be purchased, required by the denominations Company pursuant to the provisions of the share certificate or certificates desired Plan. Such written notice shall be signed by Optionee and shall be delivered to the name or names Company by such means as are determined by the Company in which such certificates are its discretion to constitute adequate delivery. The written notice shall be registered and (c) accompanied by payment of the aggregate Exercise Price for the Shares purchased (unless Shares. As a condition to the Holder chooses the "cashless exercise" option provided in the third paragraph grant, vesting and exercise of this Option and as further set forth in Section 1.019 of the Plan, Optionee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any Subsidiary or Affiliate for) any applicable taxes or tax withholdings, social contributions, required deductions, or other payments, if any (“Tax-Related Items”). The Company shall, as promptly as practicable and which arise upon the grant, vesting or exercise of this Option, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in any event within seventy-two hours thereafterconnection with this Option or the Shares, execute and deliver whether by withholding, direct payment to the Company, or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations otherwise as determined by the Company in its sole discretion. Regardless of any action the Company or any Subsidiary or Affiliate takes with respect to any or all applicable Tax-Related Items, Optionee acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and may exceed any amount actually withheld by the Company or any Subsidiary or Affiliate. Optionee further acknowledges and agrees that Optionee is solely responsible for filing all relevant documentation that may be required in relation to this Option or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or exercise of this Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Optionee further acknowledges that the Company makes no representations or undertakings regarding the treatment of any Tax-Related Items and does not commit to and is under no obligation to structure the terms or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Optionee also understands that Applicable Laws may require varying Share or option valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Optionee under Applicable Laws. Further, if Optionee has become subject to Tax-Related Items in more than one jurisdiction, Optionee acknowledges that the Company or any Subsidiary or Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of this Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. Furthermore, Optionee understands that the Applicable Laws of the country in which Optionee is residing or working at the time of grant, vesting, and/or exercise of this Option (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise of this Option. This Option may not be exercised until such time as the Plan has been approved by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any Applicable Laws, including any applicable U.S. federal or state securities laws or any other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be specified in required by the Applicable Laws. Assuming such noticecompliance, and for income tax purposes the Shares shall be issued in considered transferred to Optionee on the name of the Holder or date on which this Option is exercised with respect to such other name or names as shall be designated in such noticeShares, subject to Applicable Laws. Such certificate or certificates Subject to compliance with Applicable Laws, this Option shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as exercised upon receipt by the Company of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned written notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof accompanied by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price and the satisfaction of any applicable obligations described in effect under this Warrant at the time the cashless exercise election is madeSection below.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the Holder date hereof until 5:00 p.m., Houston, Texas time, on ____________, 200__. To exercise the Warrants, the holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1 hereof, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, or (B) through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, which notice shall specify as aforesaid, and such date is referred to herein as the number of Shares to be purchased"Exercise Date". Upon such exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to this Warrant. The Share certificate or As permitted by applicable law, the Person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date benefits of such holder on the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in partExercise Date, including without limitation, the Company shall, at the time of delivery of the certificate or certificates, deliver right to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called receive dividends and other distributions for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at Date and the time the cashless right to exercise election is madevoting rights.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) X = ------ A where X = X= the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = Y= the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = A= the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = B= the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the Holder date hereof until 5:00 p.m., Houston, Texas time, on June 30, 2005. To exercise the Warrants, the holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section hereof, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, or (B) through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, which notice shall specify as aforesaid, and such date is referred to herein as the number of Shares to be purchased"Exercise Date". Upon such exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to this Warrant. The Share certificate or As permitted by applicable law, the Person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date benefits of such holder on the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in partExercise Date, including without limitation, the Company shall, at the time of delivery of the certificate or certificates, deliver right to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called receive dividends and other distributions for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at Date and the time the cashless right to exercise election is madevoting rights.

Method of Exercise. To exercise this Warrant in whole or in part, This Option shall be exercisable by written notice which shall state the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this WarrantOption, which notice shall specify the number of Shares in respect to which this Option is being exercised, and such other representations and agreements as to the Optionee's investment intent with respect to such Shares as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the exercise price. The exercise price may be paid: (i) in cash; (ii) by check; (iii) by delivering certificates of other shares of Common Stock of the Company; (iv) by transferring shares of Common Stock of the Company to the Company's transfer agent for delivery to the Company provided that the written notice of exercise is accompanied by a written acknowledgment by the Optionee that the Optionee has instructed his broker dealer to transfer such shares and such transfer is confirmed by a letter from such broker dealer acknowledging that the Optionee has directed such broker dealer to transfer such shares; (v) by Optionee simultaneously exercising this Option and selling the Shares thereby acquired pursuant to a brokerage or similar arrangement approved in advance by the Board (which approval shall not be unreasonably withheld) and to use the proceeds from such sale to pay the exercise price and any federal, state and local taxes required to be purchasedwithheld as a result of such exercise; or (vi) by any other method of payment approved by the Company's Board of Directors. For purposes of clauses (iii) and (iv), the denominations value of the shares of Common Stock of the Company delivered, or to be delivered, as payment of the exercise price shall be the closing price per share of the Company's Common Stock on the last business day prior to the date the written notice is actually received and acknowledged as received by the Company. Upon receipt of payment, the Company shall deliver to Optionee or the person exercising this Option for Optionee, an appropriate certificate or certificates desired for fully paid nonassessable Shares. For purposes of clause (iv), should any Optionee fail to have the number of shares required to pay the exercise price delivered to the Company's transfer agent within 90 days, this Option, with respect to the number of shares stated in the written notice, will terminate and the name or names in which such certificates are be deemed to be registered and (c) forfeited by the aggregate Exercise Price Optionee. The certificate or certificates for the Shares purchased (unless as to which the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered Option shall be in such denominations as determined by the Company, or as may be specified in such notice, and exercised shall be issued registered in the name of the Holder or such other name or names as Optionee and shall be designated legended as set forth in such noticethe Plan and/or as required under applicable law. Such certificate or certificates shall This Option may not be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed exercised for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt fraction of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeshare.

Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office in whole Oak Brook, Illinois or at the office of the Company's stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit "B" hereto, duly completed and signed, and upon payment to the Company at of the Warrant AgencyPrice (as determined in accordance with the provisions of Sections 7 and 8 hereof), (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify for the number of Shares with respect to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless Soliciting Dealer Warrant is then being exercised together with all taxes applicable upon such exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment Payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = Price for the number of Shares with respect to which the Soliciting Dealer Warrant is being exercised shall be made in cash or by certified check or cashier's check, payable to the order of the Company. A Soliciting Dealer Warrant may not be exercised if the Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or be exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a Prospectus required under the laws of such state cannot be delivered to the Holder pursuant buyer on behalf of the Company. In addition, holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to this Section 1.01 upon the extent such cashless exercise electionwill cause them to exceed the ownership limits set forth in the Company's Articles. Y = If any Soliciting Dealer Warrant has not been exercised by the number end of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at Period, it will terminate and the time the cashless exercise election is madeWarrantholder will have no further rights thereunder.

Method of Exercise. To Subject to and upon all of the terms and conditions set forth in this Warrant, the Holder may exercise this Warrant Warrant, in whole or in partpart with respect to any Vested Warrant Shares, at any time and from time to time during the Holder shall deliver period commencing on the date hereof and ending at 5:00 p.m., Boston, Massachusetts time, on the Expiration Date, by presentation and surrender of this Warrant to the Company Corporation at the Warrant Agencyits principal office, together with (a) this Warrant, (b) a written noticeproperly completed and duly executed subscription form, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice subscription form shall specify the number of Warrant Shares to be purchasedfor which this Warrant is then being exercised, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (cb) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, Price payable hereunder in respect of the Holder may elect to receive, without the payment number of any additional consideration, Warrant Shares equal to the value being purchased upon exercise of this Warrant or portion thereof by the surrender Warrant. Payment of such Warrant to aggregate Exercise Price shall be made either (i) in cash or by money order, certified or bank cashier's check or wire transfer (in each case in lawful currency of the Company with United States of America), (ii) by cancellation of indebtedness owing from the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue Corporation to the Holder, such (iii) by the Holder surrendering a number of fully paid and non-assessable Warrant Shares as is computed using having a Fair Market Value on the following formula: X = Y(A-Bdate of exercise equal to, greater than (but only if by a fractional share) ------ A where X = or less than (if surrendered pursuant to (iv) below) the required aggregate Exercise Price, in which case the Holder would receive the number of Warrant Shares to which it would otherwise be issued entitled upon such exercise, less the surrendered shares, or (iv) any combination of the methods described in the foregoing clauses (i), (ii) or (iii). The Warrant Shares shall vest and, subject to the Holder limitation contained in the next paragraph, become exerciseable (the "VESTED WARRANT SHARES") at a rate of five percent (5%) on each March 31, June 30, September 30 and December 31, until fully vested, commencing with September 30, 1998. Notwithstanding the foregoing, this Warrant may not be exercised prior to the fifth anniversary of the Issue Date unless (i) the Corporation sells (whether by merger or consolidation) all or substantially all of its assets or sells more than 50% of its voting capital stock prior to the fifth anniversary of the Issue Date and the proceeds of such sale actually received (net of any escrows or other holdbacks) by the holders of Series D Preferred Stock in connection with such sale are not, on a per-share basis, greater than three (3) times the original purchase price per share of Series D Preferred Stock (subject to adjustment for stock splits, stock dividends, stock combinations, capital reorganizations, reclassifications and the like), or (ii) the Company completes a public offering of shares of the Corporation's Common Stock pursuant to this Section 1.01 upon such cashless exercise election. Y = an effective registration statement on Form S-1, or successor form, of the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeSecurities and Exchange Commission.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the Holder date hereof until 5:00 p.m., Houston, Texas time, on June 16, 2005. To exercise the Warrants, the holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1 hereof, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, or (B) through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, which notice shall specify as aforesaid, and such date is referred to herein as the number of Shares to be purchased"Exercise Date". Upon such exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to this Warrant. The Share certificate or As permitted by applicable law, the Person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date benefits of such holder on the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in partExercise Date, including without limitation, the Company shall, at the time of delivery of the certificate or certificates, deliver right to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called receive dividends and other distributions for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at Date and the time the cashless right to exercise election is madevoting rights.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant AgencyCompany, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired and desired, the name or names in which such certificates are to be registered registered, and (c) payment of the Exercise Price with respect to such shares. Notwithstanding the foregoing, this Warrant shall be exercisable only, to the extent and at the time or times, that the Holder could legally take possession and title of such shares. Payment made pursuant to clause (c) above may be made, at the option of the Holder: (x) by cash, money order, certified or bank cashier's check or wire transfer, (y) the surrender to the Company of securities of the Company having a value equal to the aggregate Exercise Price for Price, as determined in good faith by the Shares purchased Company's board of directors, or (unless z) the delivery of a notice to the Company that the Holder chooses is exercising this Warrant by authorizing the "cashless exercise" option provided Company to reduce the number of shares of Common Stock subject to this Warrant by the number of shares having an aggregate value equal to the aggregate Exercise Price, as determined in good faith by the third paragraph Company's board of this Section 1.01)directors. The Company shall, as promptly as practicable and in any event within seventy-two hours three Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number and type of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice, subject to Section 1.4. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securitiesHolder's legal and accounting fees and disbursements), except that, if Share share certificates or new Warrants shall be registered in a the name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or of promptly upon receipt of or a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole The Option shall be exercised by the tender of cash, or, at the discretion of the Company, by delivery of shares of Common Stock already owned by Optionee or in parta combination of cash or such shares of Common Stock, or through such other means that the Holder shall deliver Company determines are acceptable, and delivery to the Company at its principal place of business of a written notice of exercise, at least five (5) days prior to the Warrant Agency, date of exercise. The written notice must: (a) this WarrantState the election to exercise the Option, the number of whole Shares with respect to which the Option is being exercised (which may not be less than two thousand five hundred (2,500) Shares), the method of exercise elected by the Optionee, and the name, address, and social security number of the person in whose name the stock certificate for such Shares is to be registered; (b) a written noticebe signed by the person entitled to exercise the Option, in substantially and if the form Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to the Company, of the Subscription Notice attached hereto, right of such Holder's election person or persons to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and Option; and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shallbe delivered by hand or by registered or certified mail, as promptly as practicable and in any event within seventypostage pre-two hours thereafterpaid, execute and deliver or cause return receipt requested, to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, 's principal place of or to such other location as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received writing by the CompanyCompany from time to time. If this Warrant shall have been exercised only Within ten (10) days after the Company receives such notice in parta form satisfactory to the Company and the acceptance of payment, the Company shallshall deliver to the Optionee a certificate representing the Shares purchased hereunder. Notwithstanding the foregoing, at the time of Company may delay delivery of the certificate for Shares purchased hereunder until (i) the admission of such shares to listing on any stock exchange on which the shares may then be listed, (ii) receipt of any required representation by you or certificatescompletion of any registration or other qualification of such shares under any state or federal law or regulation that the Company's counsel shall determine as necessary or advisable, deliver to or (iii) receipt by the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for Company of advice by this Warrant, which new Warrant shall in counsel that all other respects be identical applicable legal requirements have been complied with this Warrant, or, at the request and that delivery of the Holdercertificate will not adversely affect the federal or state income tax treatment of the Company. As a condition of exercising the Option, appropriate notation you may be made on this Warrant which shall then be returned required to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance execute a customary written indication of your investment intent and delivery of Share certificates and new Warrants such other agreements as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect deems necessary or appropriate to receive, without the payment of comply with any additional consideration, Shares equal to the value of this Warrant applicable laws or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is maderegulations.

Method of Exercise. To exercise this Warrant in whole or in part, the ------------------ Holder shall deliver to the Company Company, at the offices of the Warrant AgencyAgent, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached heretohereto as Exhibit A, of such Holder's election to --------- exercise this Warrant, which notice shall specify the number of Shares to be purchasedpurchased (in lots of not less than 1,000 Shares), the denominations of the share Share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) payment of the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided with respect to such Shares. Such payment shall be made in the third paragraph of this Section 1.01)immediately available funds or by certified check. The Company shall, shall as promptly as practicable and in any event within seventy-two hours thereafterfive Business Days after receipt of the Subscription Notice, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said noticeto which the Holder is entitled. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, in denominations of 1,000 Shares each, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, unless this Warrant shall have expired, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder The Company shall not be required to pay any tax or taxes that may elect be payable with respect to receive, without the payment of any additional consideration, Shares equal to the value transfer of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeWarrant.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver deliver, on any Business Day, to the Company CROSS MATCH at the Warrant Agency, its principal offices (a) this Warrant, (b) a written notice, notice in substantially the form of the Subscription Notice attached hereto, hereto as Annex A of such Holder's ’s election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, (which shall be a whole number of shares if for less than all the shares then issuable hereunder), the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered registered, and (c) payment of the aggregate Exercise Price for with respect to such shares. Such payment of the Shares purchased (unless aggregate Exercise Price may be made, at the Holder chooses option of the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, either by cash, certified or bank cashiers check or wire transfer. The Company CROSS MATCH shall, as promptly as practicable and in any event within seventy-two hours thereafterfive Business Days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such This Warrant shall be deemed to have been exercised, such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice and payment is received by the CompanyCROSS MATCH. If this Warrant shall have been exercised only in part, the Company CROSS MATCH shall, at the time of delivery of the such certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company CROSS MATCH shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering delivery of the aforementioned notice of exercise or promptly upon receipt of a written request of the Company CROSS MATCH for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agencyprincipal office of Company, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) payment of the aggregate Exercise Price for with respect to such shares, and (d) the Shares purchased (unless representation required by Section 2.3 hereof. Such payment may be made, at the Holder chooses option of the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, by cash, certified or bank cashier's check or wire transfer. The Company shall, as As promptly as practicable and in any event within seventy-two hours thereafterafter receipt of the items referred to above, Company shall execute and deliver or cause to be executed and deliveredthe Holder, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of fully paid and non-assessable Common Stock specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice Subscription Notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, certificates Company shall deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, Warrant or, at the request election of the HolderCompany, appropriate notation may be made on this Warrant Warrant, which shall then be returned to the Holder. The Company shall pay all expenses, taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeWarrants.

Method of Exercise. To exercise (a) The rights represented by this Warrant may be exercised in whole or in partpart at any time during the Exercise Period, by delivery of the Holder shall deliver following to the Company at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or at such other address as it may designate by notice in writing to the Holder): (i) An executed Notice of Exercise in the form attached hereto as Exhibit A; (ii) Payment of the Warrant Agency, Price either (a) this Warrant, in cash or by check or (b) a written notice, in substantially the form by cancellation of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate indebtedness or certificates desired and the name or names in which such certificates are to be registered and (c) by any combination thereof; and (iii) This Warrant. Upon the aggregate Exercise Price for exercise of the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of rights represented by this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such noticeWarrant, a certificate or certificates representing for the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Companypurchased, or as may be specified in such notice, and shall be issued registered in the name of the Holder or such other name or names as persons affiliated with the Holder, if the Holder so designates, shall be designated issued and delivered to the Holder promptly after the rights represented by this Warrant shall have been so exercised. The person in such notice. Such whose name any certificate or certificates for Shares are to be issued upon exercise of this Warrant shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders the holder of record of such SharesShares on the date on which this Warrant was surrendered and payment of the Warrant Price was made, as irrespective of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the such certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result date of such surrender and payment is a date when the stock transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request books of the Company for payment. In lieu of a monetary payment of are closed, such person shall be deemed to have become the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender holder of such Warrant to Shares at the Company with close of business on the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of next succeeding date on which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madestock transfer books are open.

Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office in whole New York, New York or at the office of the Company's stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit "B" hereto, duly completed and signed, and upon payment to the Company at of the Warrant AgencyPrice (as determined in accordance with the provisions of Sections 7 and 8 hereof), (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify for the number of Shares with respect to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless Soliciting Dealer Warrant is then being exercised together with all taxes applicable upon such exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment Payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = Price for the number of Shares with respect to which the Soliciting Dealer Warrant is being exercised shall be made in cash or by certified check or cashier's check, payable to the order of the Company. A Soliciting Dealer Warrant may not be exercised if the Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or be exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a prospectus relating to the Holder pursuant Offering (the "Prospectus") required under the laws of such state cannot be delivered to this Section 1.01 upon the buyer on behalf of the Company. In addition, holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to the extent such cashless exercise election. Y = will cause them to exceed the number of Shares covered by this Warrant ownership limits set forth in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one ShareCompany's Charter, as at amended (the time "Articles"). If any Soliciting Dealer Warrant has not been exercised by the cashless exercise election is made. B = end of the Exercise Price in effect under this Warrant at Period, it will terminate and the time the cashless exercise election is madeWarrantholder will have no further rights thereunder.

Method of Exercise. To exercise this Warrant in whole The Option shall be exercisable by written notice (or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the such other form of notice authorized by the Subscription Notice attached hereto, of such Holder's Administrator) that shall state the election to exercise this Warrantthe Option, which notice shall specify the number of Shares in respect to which the Option is being exercised and such other representations and agreements as to the Optionee’s investment intent with respect to such Shares as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The notice shall be accompanied by payment of the purchase price, an executed Third Amended and Restated Shareholders Agreement among the Company and certain of its shareholders dated as of January 11, 2002 as amended (the “Shareholders’ Agreement”), and any other agreements required by the Administrator, the terms of the Plan and/or this Option Agreement. The Option will be deemed to be purchasedexercised upon the receipt by the Company of such notice, payment of the purchase price, and duly executed copies of the Shareholders’ Agreement and any other agreements required by the Administrator, the denominations terms of the share certificate Plan and/or this Option Agreement. The Optionee shall have no right to vote or certificates desired receive dividends and shall have no other rights as a stockholder with respect to such Shares, notwithstanding the name exercise of the Option, until the issuance by the Company (as evidenced by the appropriate entry on the books of the Company or names in which such certificates are to be registered and (cof a duly authorized transfer agent of the Company) of the aggregate Exercise Price for stock Certificate evidencing the Shares purchased (unless that are being issued upon exercise of the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Option. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver will issue (or cause to be executed and delivered, in accordance with issued) such notice, a certificate or certificates representing stock Certificates promptly following the aggregate number exercise of Shares specified in said noticethe Option. The Share certificate Certificate or certificates so delivered Certificates for the Shares as to which the Option shall be in such denominations as determined by the Company, or as may be specified in such notice, and exercised shall be issued registered in the name of the Holder or such other name or names Optionee and shall contain any legend as shall may be designated in such notice. Such certificate or certificates shall be deemed to have been issuedrequired under the Plan, and such Holder or the Shareholders’ Agreement, any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received agreements required by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeAdministrator and/or applicable law.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver deliver, on any Business Day, to the Company CROSS MATCH at the Warrant Agency, its principal offices (a) this Warrant, (b) a written notice, notice in substantially the form of the Subscription Notice attached hereto, hereto as Annex A of such Holder's ’s election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchasedpurchased (which shall be a whole number of shares if for less than all the shares then issuable hereunder), the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered registered, and (c) payment of the aggregate Exercise Price for with respect to such shares. Such payment of the Shares purchased (unless aggregate Exercise Price may be made, at the Holder chooses option of the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, either by cash, certified or bank cashiers check or wire transfer. The Company CROSS MATCH shall, as promptly as practicable and in any event within seventy-two hours thereafterfive Business Days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such This Warrant shall be deemed to have been exercised, such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice and payment is received by the CompanyCROSS MATCH. If this Warrant shall have been exercised only in part, the Company CROSS MATCH shall, at the time of delivery of the such certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company CROSS MATCH shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering delivery of the aforementioned notice of exercise or promptly upon receipt of a written request of the Company CROSS MATCH for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this (a) This Warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "Notice of Exercise) in the form attached hereto as Exhibit A via facsimile to the Company. Promptly hereafter the Holder shall surrender this Warrant to the Company at its principal office, accompanied by payment of the Purchase Price multiplied by the number of shares of Common Stock for which this Warrant is being exercised (the "Exercise Price"). Payment of the Exercise Price shall be made by wire transfer to the account of the Company. Upon exercise, the Holder shall deliver be entitled to the Company at the Warrant Agencyreceive, (a) this Warrantone or more certificates, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the Holder's name of the Holder or in such other name or names as shall be designated in such noticethe Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. Such certificate or certificates The shares of Common Stock so purchased shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, issued as of the close of business on the date on which the aforementioned notice is Company shall have received by from the Holder payment of the Exercise Price (the "Exercise Date"). (b) Notwithstanding anything to the contrary set forth herein, upon exercise of all or a portion of this Warrant in accordance with the terms hereof, the Holder shall not be required to physically surrender this Warrant to the Company. If this Warrant shall have been Rather, records showing the amount so exercised only in part, and the Company shall, at the time date of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants exercise shall be registered in maintained on a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked ledger in the form of Subscription NoticeAnnex B attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Exercise). ThereuponIt is specifically contemplated that the Company hereof shall act as the calculation agent for all exercises of this Warrant. In the event of any dispute or discrepancies, such records maintained by the Company shall issue to be controlling and determinative in the Holderabsence of manifest error. The Holder and any assignee, such number by acceptance of fully paid this Warrant, acknowledge and non-assessable Shares as is computed using agree that, by reason of the provisions of this paragraph, following formula: X = Y(A-B) ------ A where X = an exercise of a portion of this Warrant, the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number shares of Shares covered Common Stock represented by this Warrant in respect of will be the amount indicated on Annex B attached hereto (which may be less than the cashless exercise election is made. A = amount stated on the Fair Market Value (as defined in Article V face hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made).

Method of Exercise. To exercise this Warrant in whole or in part, the Holder holder hereof shall deliver to the Company Company, at any time or from time to time following the date hereof and prior to 5:00 p.m. (New York City time) on the Expiration Date at the Warrant AgencyOffice, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached as Schedule A hereto, of such Holderholder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, (b) a bank or certified check in an amount equal to the denominations payment of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares number of shares of Common Stock being purchased and (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of c) this Section 1.01)Warrant. The Company shall, as promptly as practicable and in any event within seventy-two hours 14 days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, said notice and shall be issued in the name of the Holder such holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, and such Holder holder or holders or any other person so designated to be named therein shall be deemed for all purposes to have become holders the holder of record of such Sharesshares of Common Stock, as of the date the aforementioned notice said notice, payment and Warrant is received by the CompanyCompany as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, upon surrender of this Warrant, at the time of delivery of the said certificate or certificates, deliver to the Holder such holder a new Warrant evidencing the rights of such holder to purchase the remaining Shares called for by shares of Common Stock subject to this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holdersuch holder, appropriate notation may be made on this Warrant which shall then be and the same returned to the Holdersuch holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share such stock certificates or new Warrants Warrants, except that the holder hereof shall (i) pay and satisfy (or deliver funds to the Company in an amount sufficient to pay and satisfy) all stock transfer taxes which shall be payable upon the issuance of such stock certificate or certificates, if such stock certificates shall be registered in a name or names other than the name of the Holderholder hereof, and (ii) pay and satisfy (or deliver funds to the Company in an amount sufficient to pay all transfer and satisfy) any federal, state or local withholding taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company in connection with the "cashless exercise" election marked in the form issuance of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number shares of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeCommon Stock hereunder.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached heretohereto as Annex A, of such Holder's election to exercise this Warrant, which notice shall specify (i) whether the Holder is exercising an A Warrant and/or a B Warrant, (ii) the number of Shares shares of Common Stock to be purchasedpurchased under an A Warrant and/or a B Warrant, as applicable, (iii) the denominations of the share certificate or certificates desired and desired, (iv) the name or names in which such certificate or certificates are to be registered the registered, and (v) with respect to the exercise of a B Warrant, that Holder requests the Board of Directors to determine whether a Triggering Event has occurred, (c) if the aggregate Common Stock to be received upon the exercise of this Warrant has not been registered under the Securities Act, a written certification in substantially the form of the Certification attached hereto as Annex B, and (d) payment of the Exercise Price for with respect to such shares. Such payment may be made, at the Shares purchased (unless option of the Holder, by cash, money order, certified or bank cashier's check or wire transfer. If the Holder chooses delivers to the "cashless exercise" option provided Company a written notice of exercise of any vested portion of the B Warrant as contemplated in the third first paragraph of this Section 1.01)1.1, the Company's Board of Directors (the "Board") shall, within thirty (30) days of the date such notice of exercise is received by the Company, deliver to Holder a written notice stating whether a Triggering Event had occurred as of the date the written exercise notice is received by the Company. The If Holder disagrees with such determination, Holder and the Board shall proceed diligently and in good faith to agree on whether a Triggering Event had occurred as of the date the written exercise notice was received by the Company. If such an agreement has not been reached within fifteen (15) days from the date the written notice of determination was delivered by the Board to the Executive, the determination of whether a Triggering Event had occurred as of the date the written exercise notice was received by the Company shall be made by a "Big Six" accounting firm selected by the Company, and reasonably acceptable to Holder, within forty-five (45) days from the date written notice was delivered by the Board to the Executive that no Triggering Event had occurred. If such Big Six accounting firm determines that a Triggering Event had occurred as of the date the exercise notice was received, the fees and expenses of such accounting firm incurred in making such determination shall be paid by the Company. If such Big Six accounting firm determines that a Triggering Event had not occurred as of the date the exercise notice was received, the fees and expenses of such accounting firm shall With respect to the exercise of the A Warrant, the Company shall, as promptly as practicable and in any event within seventy-two hours thereafterfive Business Days after receipt of such written notice of exercise, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. With respect to the exercise of the B Warrant, the Company shall, as promptly as practicable, and in any event within five Business Days after the final determination that a Triggering Event had occurred as contemplated in the second paragraph of this Section 1.1, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this shares of Common Stock which may be purchased under the A Warrant and/or the B Warrant, as applicable, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and a new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share share certificates or a new Warrants Warrant shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering delivery of the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company Company, at the Warrant Agency, (a) this Warrant, (b) a written notice, substantially in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered registered, and (c) payment of the aggregate Exercise Price for with respect to such shares. Such payment may be made, at the Shares purchased (unless option of the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, by cash, certified or bank cashiers check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours seven days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said noticenotice together with cash in lieu of any fractions of a share as provided in Section 1.3. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, in denominations of 100 shares each, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares of Common Stock, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the such certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder or such transferee at the time of delivering delivery of the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise (a) The rights represented by this Warrant may be exercised in whole or in partpart at any time during the Exercise Period, by delivery of the Holder shall deliver following to the Company at its address set forth in the Purchase Agreement (or at such other address as it may designate by notice in writing to the Holder): (i) An executed Notice of Exercise in the form attached hereto as Exhibit A; (ii) Payment of the Warrant AgencyPrice (i) in cash or by check, (aii) this Warrantby cancellation of indebtedness, (biii) a written notice, in substantially by net exercise pursuant to Section 2(b) or (iv) by any combination thereof; and (iii) This Warrant. As soon as practicable but not later than two (2) business days after the form Company shall have received such Notice of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchasedExercise and payment, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, shall execute and deliver or cause to be executed and delivered, (i) in accordance with such noticeNotice of Exercise, a certificate or certificates representing for the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Companypurchased, or as may be specified in such notice, and shall be issued registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, promptly after the rights represented by this Warrant shall have been so exercised and (ii) in case such other exercise is for less than all of the Shares purchasable under this Warrant, a new Warrant or Warrants of like tenor, for the balance of the Shares purchasable hereunder. The person in whose name or names as shall be designated in such notice. Such any certificate or certificates for Shares are to be issued upon exercise of this Warrant shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders the holder of record of such SharesShares on the date on which this Warrant was surrendered and payment of the Warrant Price was made, as irrespective of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the such certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result date of such surrender and payment is a date when the stock transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request books of the Company for payment. In lieu of a monetary payment of are closed, such person shall be deemed to have become the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender holder of such Warrant to Shares at the Company with close of business on the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of next succeeding date on which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madestock transfer books are open.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company at the Warrant Agency, its principal place of business (a) this Warrant, (b) a written notice, notice in substantially the form of the Subscription Notice attached hereto, of such the Holder's ’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchasedpurchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) payment of the aggregate Exercise Price for with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of (i) the Exercise Price times (ii) the number of Warrant Shares purchased as to which this Warrant is being exercised or (unless b) by a “cashless exercise” of this Warrant, in which event the Holder chooses shall receive from the "cashless Company the number of Warrant Shares computed using the following formula: Y = X (A - B) A where: A= the current Fair Market Value of a share of Common Stock on the Business Day immediately prior to the date of such exercise" option provided in ; B= the third paragraph Exercise Price; X= the number of Warrant Shares as to which this Section 1.01)Warrant is being exercised; and Y= the number of Warrant Shares to be issued to the Holder. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterseven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Warrant Shares specified in said noticeso acquired. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder HoIder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the such certificate or certificates, deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Shares called for by shares of Common Stock issuable under this Warrant, which new Warrant shall shall, in all other respects respects, be identical with to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeprovision.

Method of Exercise. To exercise 3.1 Subject to the terms and conditions of this Warrant in whole or in partAgreement and to the extent permitted by the PRC Laws, the Holder shall deliver WFOE has the absolute discretion to determine the time, manner and number of times of its Exercise. 3.2 Subject to the terms and conditions of this Agreement and to the extent not in violation of the PRC Laws then in effect, the WFOE is entitled to require at any time that all or part of the shares of the Company be transferred from the Existing Shareholders to it or its Nominee. 3.3 Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-current PRC Laws, the WFOE is entitled to require at any time that all or part of the Warrant AgencyCompany Assets be transferred from the Company to it or its Nominee. 3.4 In respect of the Share Transfer Option, at each Exercise, the WFOE is entitled to determine the number of the Transferred Shares which shall be transferred from the Existing Shareholders to the WFOE and/or its Nominee, and the Existing Shareholders shall sell the Transferred Shares to the WFOE and/or its Nominee of which the number is so determined by the WFOE. In respect of the purchase of the Transferred Shares at each Exercise, the WFOE and/or its Nominee shall pay the Transfer Price to the Existing Shareholders who are selling the Transferred Shares. 3.5 In respect of the Asset Purchase Option, at each Exercise, the WFOE is entitled to determine the specific Company Assets which shall be transferred from the Company to the WFOE and/or its Nominee, and the Company shall sell the Transferred Assets to the WFOE and/or its Nominee as requested by the WFOE. In respect of the purchase of the Transferred Assets at each Exercise, the WFOE and/or its Nominee shall pay the Transfer Price to the Company. 3.6 At each Exercise, the WFOE may require the Transferred Shares or Transferred Assets to be transferred to itself, or require all or part of the Transferred Shares or Transferred Assets to be transferred to any third party designated by it. 3.7 At each Exercise decided by the WFOE, an exercise notice of the Share Transfer Option or the Asset Purchase Option (a) this Warrant, (b) a written notice, in substantially each an “Exercise Notice,” the form of which is attached as Appendix II and Appendix III) shall be served by the Subscription Notice attached heretoWFOE to the Existing Shareholders or the Company, of such Holder's election to exercise this Warrant, which notice shall specify as the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)case may be. The Existing Shareholders or the Company shall, as promptly as practicable and in any event within seventy-two hours thereafterupon receipt of the Exercise Notice, execute and deliver or cause to be executed and deliveredimmediately transfer, in accordance with such noticethe Exercise Notice, a certificate or certificates representing all the aggregate number of Transferred Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by to the Company, or as may be specified in such notice, and shall be issued WFOE and/or its Nominee in the name of the Holder manner provided in Article 3.4 or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value 3.5 of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeAgreement.

Method of Exercise. To (a) Subject to the provisions of the Class A Warrants and this Agreement, the Holder of a Class A Warrant may exercise this such Holder's right to purchase the Warrant Shares, in whole or from time to time in part, by: (x) in the case of Persons who hold Book-Entry Class A Warrants, providing an exercise form for the election to exercise such Class A Warrant ("Exercise Form") substantially in the form of Exhibit B-1 hereto, properly completed and duly executed by the Registered Holder shall deliver thereof, and, in the case of an exercise for cash pursuant to Section 4.5(a), providing payment of the Exercise Amount, to the Company at Warrant Agent, and (y) in the case of Class A Warrants held through the book-entry facilities of the Depositary or by or through Persons that are direct participants in the Depositary, providing an Exercise Form (as provided by such Holder's broker), properly completed and duly executed by the Beneficial Holder thereof, and, in the case of an exercise for cash pursuant to Section 4.5(a), providing payment of the Exercise Amount, to its broker, and the exercising participant whose name appears on a securities position listing of the Depositary as the holder of such interest in the Book-Entry Class A Warrant Agency, (a) this must comply with the Depositary's procedures relating to the exercise of such interest in such Book-Entry Class A Warrant, . (b) Any exercise of a written notice, in substantially Class A Warrant pursuant to the form terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired Holder and the name or names Company, enforceable in which such certificates are to be registered and accordance with its terms. (c) the aggregate The Warrant Agent shall: (i) examine all Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph Forms and all other documents delivered to it by or on behalf of this Section 1.01). The Company shallHolders as contemplated hereunder to ascertain whether or not, as promptly as practicable on their face, such Exercise Forms and in any event within seventy-two hours thereafter, execute and deliver or cause to be such other documents have been executed and delivered, completed in accordance with such notice, a certificate their terms and the terms hereof; (ii) where an Exercise Form or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed document appears on its face to have been issued, and such Holder improperly completed or any executed or some other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable irregularity in connection with the preparationexercise of the Class A Warrants exists, issuance endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between Exercise Forms received and the delivery of Share certificates Class A Warrants to the Warrant Agent's account; (iv) advise the Company no later than five (5) Business Days after receipt of an Exercise Form, of (A) the receipt of such Exercise Form and new the number of Class A Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes exercised in connection accordance with the transfer terms and conditions of securities)this Agreement, except that, if Share certificates or new Warrants shall be registered in a name or names other than (B) the name instructions with respect to delivery of the HolderWarrant Shares deliverable upon such exercise, funds sufficient subject to pay all transfer taxes payable timely receipt from the Depositary of the necessary information, and (C) such other information as a result of such transfer the Company shall be paid reasonably require; (v) if requested by the Holder Company and provided with the Warrant Shares and all other necessary information, liaise with the Depositary and endeavor to deliver the Warrant Shares to the relevant accounts at the time of delivering the aforementioned notice of exercise or Depositary in accordance with its customary requirements; and (vi) account promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with respect to Class A Warrants exercised and promptly deposit all monies received by the "cashless exercise" election marked Warrant Agent for the purchase of Warrant Shares through the exercise of Class A Warrants in the form account of Subscription Noticethe Company maintained with the Warrant Agent for such purpose. (d) The Company reserves the right to reasonably reject any and all Exercise Forms not in proper form. ThereuponSuch determination by the Company shall be final and binding on the Holders of the Class A Warrants, absent manifest error. Moreover, the Company shall issue reserves the absolute right to waive any of the conditions to the Holder, such number exercise of fully paid and non-assessable Shares as is computed using Class A Warrants or defects in Exercise Forms with regard to any particular exercise of Class A Warrants. Neither the following formula: X = Y(A-B) ------ A where X = Company nor the number of Shares Warrant Agent shall be under any duty to be issued give notice to the Holder pursuant Holders of the Class A Warrants of any irregularities in any exercise of Class A Warrants, nor shall it incur any liability for the failure to this Section 1.01 upon give such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madenotice.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, whether such shares are to be voting or non-voting shares, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered registered, and (c) payment of the Exercise Price with respect to such shares. Notwithstanding the foregoing, this Warrant shall be exercisable only, to the extent and at the time or times, that the Holder could legally take possession and title of such shares. Payment made pursuant to clause (c) above may be made, at the option of the Holder: (x) by cash, money order, certified or bank cashier's check or wire transfer, (y) the surrender to the Company of securities of the Company having a value equal to the aggregate Exercise Price for Price, as determined in good faith by the Shares purchased Company's board of directors, or (unless z) the delivery of a notice to the Company that the Holder chooses is exercising this Warrant by authorizing the "cashless exercise" option provided Company to reduce the number of shares of Common Stock subject to this Warrant by the number of shares having an aggregate value equal to the aggregate Exercise Price, as determined in good faith by the third paragraph Company's board of this Section 1.01)directors. The Company shall, as promptly as practicable and in any event within seventy-two hours three Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number and type of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so 3 -3- delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice, subject to Section 1.4. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu Notwithstanding the foregoing, only shares of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company nonvoting Common Stock shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon a Regulated Stockholder if such cashless exercise election. Y = the number issuance would result in a violation of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.Regulation Y.

Method of Exercise. This Warrant may be exercised as a whole or in part from time to time until May 19, 2005, at which time this Warrant shall expire and be of no further force or effect; provided, however, that the minimum number of Warrant Shares that may be purchased on a single exercise shall be 20,000. To exercise this Warrant in whole or in partWarrant, the Holder holder hereof or permitted assignees of all rights of the registered owner hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1, (a) this Warrant, (b) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder or such permitted assignees of the holder to exercise this WarrantWarrant in the manner provided in the Subscription Notice, which notice shall specify the number of Shares to be purchased, the denominations (b) payment in full of the share certificate or certificates desired and Exercise Price (in the name or names in which such certificates are to be registered manner described below) for all Warrant Shares purchased hereunder, and (c) this Warrant. Subject to compliance with Section 3.1(a)(vi), this Warrant shall be deemed to be exercised on the aggregate date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, as aforesaid, and such date is referred to herein as the "Exercise Date." Upon such exercise (subject as aforesaid), the Company shall issue and deliver to such holder a certificate for the full number of the Warrant Shares purchasable by such holder hereunder, against the receipt by the Company of the total Exercise Price payable hereunder for all the Warrant Shares, (a) in cash or by certified or cashier's check or (b) if the Common Stock is registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by surrendering Warrant Shares having a Current Market Price equal to the Exercise Price for all the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Warrant Shares, so purchased. The Company shall, as promptly as practicable and Person in any event within seventy-two hours thereafter, execute and deliver or cause whose name the certificate(s) for Common Stock is to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made Common Stock on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeDate.

Method of Exercise. To The Warrants initially are exercisable at an aggregate initial exercise this price (subject to adjustment as provided in Section 8 hereof) per Preferred Share, Conversion Share, Common Share and Redeemable Warrant set forth in Section 6 hereof payable by certified or official bank check in New York Clearing House funds, subject to adjustment as provided in Section 8 hereof. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price (as hereinafter defined) for the Preferred Shares, Conversion Shares, Common Shares and/or Redeemable Warrants purchased at the Company's principal executive offices in New York (presently located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10155) the registered holder of a Warrant Certificate ("Holder" or "Holders") shall be entitled to receive a certificate or certificates for the Securities so purchased. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in partpart (but not as to fractional shares of the Preferred Shares, Conversion Shares, Common Shares and Redeemable Warrants underlying the Holder shall deliver to Warrants). In the event the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form redeems all of the Subscription Notice attached hereto, shares of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Convertible Preferred Stock and/or Public Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securitiesPreferred Shares and Redeemable Warrants underlying the Warrants), except that, then the Warrants may only be exercised if Share certificates or new Warrants shall be registered in a name or names other than such exercise is accompanied by the name simultaneous conversion of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of Preferred Shares and/or exercise or promptly upon receipt of a written request of the Company for paymentRedeemable Warrants, as the case may be, underlying the Warrants being so exercised. Warrants may be exercised to purchase all or part of the Preferred Shares, Conversion Shares, Common Shares and/or Redeemable Warrants purchasable thereunder. In lieu of a monetary payment the case of the aggregate Exercise Price, purchase of less than all the Holder may elect to receive, without the payment of Securities purchasable under any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. ThereuponCertificate, the Company shall issue to cancel said Warrant Certificate upon the Holder, such number surrender thereof and shall execute and deliver a new Warrant Certificate of fully paid and non-assessable Shares as is computed using like tenor for the following formula: X = Y(A-B) ------ A where X = balance of the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeSecurities purchasable thereunder.

Method of Exercise. To (a) While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); (ii) the delivery to the Company of a written opinion of counsel to the Holder in form and substance reasonably satisfactory to the Company that the transferee of the Warrant will be an eligible S corporation holder; and (iii) except in connection with a Net Exercise (as defined below) pursuant to Section 4 below, the payment to the Company by wire transfer to an account designated by the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Shares shall be issuable upon such (1) Such date to be the fifteenth (15th) anniversary of the issuance date of the Warrant. exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Shares represented by such certificate. As used in this Warrant, “person” means any individual, partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, unincorporated organization or any federal, state, county or municipal governmental or quasi-governmental agency, department, commission, board, bureau or instrumentality or any other entity. (c) As soon as reasonably practicable after the exercise of this Warrant in whole or in part, the Holder shall deliver to the Company at its expense will cause to be issued in the Warrant Agencyname of, and delivered to, the Holder, or as the Holder may direct: (a) this Warrant, (bi) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify certificate or certificates (with appropriate restrictive legends) for the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be entitled in such denominations as determined may be requested by the CompanyHolder; and (ii) in case such exercise is in part only, a new warrant or as may be specified in such noticewarrants (dated the date hereof) of like tenor, and shall be issued calling in the name aggregate on the face or faces thereof for the number of Shares equal to the number of such Shares described in this Warrant minus the number of such Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or Section 4 below. (d) Notwithstanding any other person so designated provisions hereof, if an exercise of any portion of this Warrant is to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparationconsummation of a sale of the Company’s Common Stock or other securities pursuant to a registration statement under the Securities Act of 1933, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below amended (the “Act”) (other than transfera registration statement relating either to a sale of securities to employees of the Company pursuant to its stock option, income stock purchase or other similar taxes plan or to a Securities and Exchange Commission (“SEC”) Rule 145 transaction) (the “Public Offering”), or a Sale of the Company (as defined below), the exercise of any portion of this Warrant may, at the election of the Holder hereof, be conditioned upon the consummation of the Public Offering or Sale of the Company, in connection which case such exercise shall not be deemed to be effective until the consummation of such transaction. A “Sale of the Company” shall mean (i) the closing of the sale, lease, transfer or other disposition of all or substantially all of the Company’s assets, (ii) the consummation of a merger or consolidation of the Company with or into another entity (except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of the Company or the surviving or acquiring entity), (iii) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons not affiliated with the transfer Company (other than an underwriter of the Company’s securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the HolderCompany’s securities if, funds sufficient to pay all transfer taxes payable as a result after such closing, such person or group of such transfer shall be paid by affiliated persons would hold 50% or more of the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request outstanding voting stock of the Company for payment. In lieu of (or the surviving or acquiring entity) or (iv) a monetary payment liquidation, dissolution or winding up of the aggregate Exercise PriceCompany, whether voluntary or involuntary; provided, however, that a transaction described in (i), (ii) or (iii) above shall not constitute a Sale of the Holder may elect Company if its sole purpose is to receive, without change the payment state of any additional consideration, Shares equal the Company’s incorporation or to create a holding company that will be owned in substantially the value same proportions by the persons who held the Company’s securities immediately prior to such transaction. For purposes of this Warrant Warrant, “affiliate” shall mean, with respect to any specified person, any other person that directly, or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereuponindirectly through one or more intermediaries, the Company shall issue to the Holdercontrols, is controlled by, or is under common control with, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madespecified person.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached heretohereto as Annex A, of such Holder's election to exercise this Warrant, which notice shall specify (i) the number of Shares shares of Common Stock to be purchasedpurchased under this Warrant, (ii) the denominations of the share certificate or certificates desired desired, and (iii) the name or names in which such certificates are to be registered and the registered, (c) if the aggregate Common Stock to be received upon the exercise of this Warrant has not been registered under the Securities Act, a written certification in substantially the form of the 2 Certification attached hereto as Annex B, and (d) payment of the Exercise Price for with respect to such shares. Such payment may be made, at the Shares purchased (unless option of the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, by cash, money order, certified or bank cashier's check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours five Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and a new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share share certificates or a new Warrants Warrant shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To In order to exercise this Warrant in whole or in partsuch conversion privilege, the Holder Debentureholder of this Debenture shall present and surrender this Debenture during usual business hours at the principal corporate office of the Company and shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form notice of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate Debentureholder to convert this Debenture or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be portion thereof specified in such notice, and . The certificate or certificates for Common Stock which shall be issuable on such conversion shall be issued in the name of the Holder or such other name or names as registered Debentureholder hereof. This Debenture when surrendered for conversion shall be designated endorsed in such noticemanner, or accompanied by such instruments of transfer, as the Company may prescribe. Such certificate or certificates The conversion shall be deemed to have been issuedeffected on the date (the “conversion date”) on which this Debenture shall have been surrendered and such notice, and any required instruments of transfer received as aforesaid, and the person or persons in whose name or names any certificate or certificates for Common Stock shall be issuable on such Holder or any other person so designated to be named therein conversion shall be deemed for all purposes to have become holders on the conversion date the Debentureholder or Debentureholders of record of such Sharesthe Common Stock represented thereby. As promptly as practicable after the presentation and surrender for conversion, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in partherein provided, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. ThereuponDebenture, the Company shall issue and deliver at such office to or upon the Holderwritten order of the Debentureholder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = a certificate or certificates for the number of Shares to full shares of Common Stock issuable upon such conversion. No fractional shares, or scrip representing fractional shares, shall be issued upon any conversion, but in lieu thereof the Company shall pay in cash the fair value of such fractional shares as of the conversion date. In case this Debenture shall be surrendered for conversion of only a part of the principal amount of this Debenture, the Company shall deliver at such office or agency, to or upon the written order of the Debentureholder hereof, a Debenture for the principal amount which is not being converted. The issuance of certificates for Common Stock issuable upon the conversion of this Debenture shall be made without charge to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant converting Debentureholder for any tax in respect of the issue thereof. The Company shall not, however, be required to pay any tax which may be payable with respect to the cashless exercise election is made. A = transfer involved, and the Fair Market Value (as defined in Article V hereof) Company shall not be required to issue or deliver any such certificate unless and until the person requesting the issue thereof shall have paid to the Company the amount of one Share, as at such tax or has established to the time satisfaction of the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeCompany that such tax has been paid.

Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office in whole Denver, Colorado or at the office of the Company's stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit "B" hereto, duly completed and signed, and upon payment to the Company at of the Warrant Agency, Price (aas determined in accordance with the provisions of Sections 7 and 8 hereof) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify for the number of Shares with respect to be purchased, the denominations which such Soliciting Dealer Warrant is then exercised together with all taxes applicable upon such exercise. Payment of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Warrant Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be made in such denominations as determined cash or by certified check or cashier's check, payable to the Company, or as may be specified in such notice, and shall be issued in the name order of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this A Soliciting Dealer Warrant shall have been may not be exercised only in part, if the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or be exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a Prospectus required under the laws of such state cannot be delivered to the Holder pursuant buyer on behalf of the Company. In addition, holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to this Section 1.01 upon the extent such cashless exercise election. Y = will cause them to exceed the number ownership limits set forth in the Company's Articles of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one ShareIncorporation, as at amended. If any Soliciting Dealer Warrant has not been exercised by the time the cashless exercise election is made. B = end of the Exercise Price in effect under this Warrant at Period, it will terminate and the time the cashless exercise election is madeWarrantholder will have no further rights thereunder.

Method of Exercise. To (i) Each Warrant may only be exercised in whole. In order to exercise this all or any of the Warrants represented by a Warrant in whole or in partCertificate, the Holder thereof shall deliver surrender for exercise the Warrant Certificate to the Company at Warrant Agent, with the subscription form set forth in the Warrant Agency, Certificate (aor a copy thereof furnished by the Warrant Agent) this Warrant, duly executed. (bii) a written notice, in substantially the form Upon receipt of the Warrant Certificate and the duly executed Subscription Notice attached heretoForm, the Warrant Agent shall promptly notify the Company in writing of such Holder's election to exercise this Warrant, which notice shall specify surrender. (iii) If fewer than all of the number of Shares to be purchasedWarrants represented by a Global Warrant are exercised, the denominations of Global Warrant shall not be surrendered to the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, Warrant Agent in accordance with such noticeSection 3.3(a)(i) and the Warrant Agent shall decrease or reflect on its records, as custodian for DTC, or its nominee, a certificate or certificates representing decrease in the aggregate number of Shares specified Warrants represented by such Global Warrant equal to the number of Warrants exercised. (b) Upon exercise of any Warrants, following surrender of a Warrant Certificate in said notice. The Share certificate or certificates so delivered conformity with the foregoing provisions, the Warrant Agent shall be instruct the Company to issue promptly, pursuant to the Indenture, the Warrant Securities to which such Holder is entitled, in the form required under such Indenture, registered in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as may be directed by such Holder; provided that the Holder of such Warrant shall be designated responsible for the payment of any transfer taxes required as the result of any change in ownership of such notice. Such certificate Warrants or certificates the issuance of Warrant Securities other than to the registered owner of such Warrants and the Company may deduct such taxes from any payment of money to be made and shall not be required to issue or deliver such Warrant Securities (if such taxes are not deducted in full) unless and until the Holder shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company and the Warrant Agent that such tax has been paid. (c) A Warrant shall be deemed to have been issuedexercised immediately prior to the close of business on the date of exercise, as provided in and in accordance with paragraph (a) of this Section 3.3, of such Holder or any other person so designated to be named therein shall be deemed Warrant and, for all purposes of this Agreement, the Person entitled to have become holders receive any Warrant Securities shall, as between such Person and the Company, be deemed to be the Holder of such Warrant Securities of record of such Shares, as of the close of business on such date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect entitled to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, and the Company shall issue deliver to such Person, the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeSecurities.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the Holder date hereof until 5:00 p.m., Houston, Texas time, on June 13, 2005. To exercise the Warrants, the holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1 hereof, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, or (B) through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, which notice shall specify as aforesaid, and such date is referred to herein as the number of Shares to be purchased"Exercise Date". Upon such exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to this Warrant. The Share certificate or As permitted by applicable law, the Person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date benefits of such holder on the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in partExercise Date, including without limitation, the Company shall, at the time of delivery of the certificate or certificates, deliver right to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called receive dividends and other distributions for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at Date and the time the cashless right to exercise election is madevoting rights.

Method of Exercise. To Except as provided in Section 3 herein and subject to Section 11, exercise of the purchase rights represented by this Warrant may be made at any time on or after the date of this Warrant and on or prior to the close of business on the Termination Date by (i) surrendering this Warrant, with the Notice of Exercise Form attached hereto completed and duly executed, to the offices of the Company (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in whole or in partwriting to the registered Holder at the address of such ▇▇▇▇▇▇ appearing on the books of the Company), the Holder shall deliver and (ii) delivering to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form payment of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph by wire transfer of this Section 1.01)immediately available funds or cashier’s check drawn on a United States bank. The Company shallHolder exercising his, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver her or cause to be executed and delivered, its purchase rights in accordance with such notice, the preceding sentence shall be entitled to receive a certificate or certificates representing for the aggregate number of Warrant Shares specified in said noticeso purchased, which certificate will bear a legend substantially similar to the legend set forth on this Warrant. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and Certificates for shares purchased hereunder shall be issued in the name of and delivered to the Holder or such other name or names within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be designated in deemed to have been exercised and such notice. Such certificate or certificates shall be deemed to have been issued, and such the Holder or any other person so designated to be named therein shall be deemed for all purposes to no longer hold this Warrant with respect to such shares and to have become holders a holder of record of such Sharesshares for all purposes, in each case, as of the date the aforementioned notice is received by the Company. If this Warrant shall have has been exercised only in part, by payment to the Company shall, at the time of delivery of the certificate or certificates, deliver Exercise Price for such shares and all taxes required to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise PriceHolder, the Holder may elect if any, pursuant to receive, without the payment of any additional consideration, Shares equal Section 4 prior to the value of this Warrant or portion thereof by the surrender issuance of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereuponshares, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madehave been paid.

Method of Exercise. To exercise this Warrant in whole or in partpart with respect to any Shares, the Holder shall deliver to the Company Company, at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) payment of the Exercise Price with respect to such Shares or cancellation of this Warrant with respect to a number of Shares. If the Holder elects to pay the Exercise Price in money, such payment may be made, at the election of the Holder, by cash, money order, certified or bank cashier's check or wire transfer of immediately available funds. If the Holder elects to pay the Exercise Price by cancelling this Warrant with respect to Shares, the Exercise Price may be paid by cancelling this Warrant with respect to that number of Shares whose aggregate Current Market Price minus the aggregate Exercise Price for is equal to the aggregate Exercise Price with respect to the number of Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph to be received upon exercise of this Section 1.01)Warrant. The Company shall, as promptly as practicable and in any event within seventy-two hours seven days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates certificates, representing the aggregate number of Shares specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice or, if such notice shall not specify denominations, in a denomination equal to the aggregate number of Shares specified in said notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice, subject to any restrictions contained hereinbelow. Such certificate or certificates shall be deemed to have been issued, and such Holder or or, subject to any restrictions contained hereinbelow, any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice and the Exercise Price is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. This Warrant may be exercised at any time on or prior to March 9, 2005; provided, however, that this Warrant shall terminate, and shall no longer be exercisable, ninety (90) days after the date on which the members of ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, LLC have ceased to be engaged in business of the marketing its end-to-end, business-to-business e-commerce asset disposition services. Notwithstanding anything provided in this Section 1.2 or elsewhere in this Warrant or the Warrant Agreement, the Holder may only exercise this Warrant for Vested Warrant Shares. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company at the Warrant Agency, its principal offices: (a) this Warrant, (b) a written notice, notice substantially in substantially the form of the Subscription Notice attached hereto, hereto as Annex A of such Holder's election to exercise this Warrant, which notice shall specify the number of shares of Vested Warrant Shares to be purchasedpurchased (which shall be a whole number of shares divisible by 10,000 if for less than all the shares then issuable hereunder), the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered registered, and (c) payment of the aggregate Exercise Price for with respect to such shares. Such payment of the aggregate Exercise Price may be made, at the option of the Holder, either by cash, check or wire transfer, provided that such aggregate Exercise Price may be paid by any combination of cash, check or wire transfer in immediately available funds to the Company in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares being purchased (unless with the Holder chooses the "cashless exercise" option provided in the third paragraph proceeds of this Section 1.01)such cash, check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterfive Business Days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Warrant Shares specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the such certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at upon agreement between the request of the Holderparties, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and a new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share share certificates or a new Warrants Warrant shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering delivery of the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's ’s election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)purchased. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To (a) While this Warrant remains outstanding and exercisable in accordance with Section 2 above, MLSC may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (A) the surrender of the Warrant or a notarized certificate or affidavit that the Warrant is lost, stolen, mutilated or destroyed, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the Company at its principal office; and (B) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Warrant Shares being purchased. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Warrant Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificate. (c) As soon as practicable after the exercise of this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or its expense will cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of, and delivered to, MLSC, or as MLSC (upon payment by MLSC of the Holder or such other name or names as shall be designated in such notice. Such any applicable transfer taxes) may direct: (A) a certificate or certificates for the number of Warrant Shares to which MLSC shall be deemed to have been issuedentitled, and and (B) in case such Holder exercise is in part only, a new warrant or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of warrants (dated the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only hereof) of like tenor, calling in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, on the Holder may elect to receive, without face or faces thereof for the payment number of any additional consideration, Warrant Shares equal to the value number of such Warrant Shares called for on the face of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = minus the number of Warrant Shares to be issued to the Holder pursuant to this purchased by MLSC upon all exercises made in accordance with Section 1.01 upon such cashless 3(a) above or Section 4 below. (d) Upon exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value for Equity Securities, including, without limitation, Net Exercise (as defined in Article V hereof) below), the holder shall, if not already a party thereto, execute counterpart signature pages to such additional documents and agreements as are applicable to all holders of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeshares of Equity Securities.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the Holder date hereof until 5:00 p.m., Houston, Texas time, on April 24, 2002. To exercise the Warrants, the holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1 hereof, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, or (B) if the Company and the holder mutually elect, through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, which notice shall specify as aforesaid, and such date is referred to herein as the number of Shares to be purchased"Exercise Date". Upon such exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to this Warrant. The Share certificate or As permitted by applicable law, the Person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result benefits of such transfer shall be paid by holder on the Holder at Exercise Date, including without limitation the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company right to receive dividends and other distributions for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at the time the cashless Date and to exercise election is madevoting rights.

Method of Exercise. To exercise this Warrant in whole or ------------------ in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached heretohereto (the "Exercise Notice"), of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered registered, and (c) payment of the aggregate Exercise Price for with respect to such shares. Such payment may be made, at the Shares purchased (unless option of the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, by cash, certified or bank cashier's check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) days after receipt of the Exercise Notice, execute and deliver or cause to be executed and delivered, in accordance with such noticethe Exercise Notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, in denominations of 1,000 shares each, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein therein, shall be deemed for all purposes to have become holders a holder of record of such Shares, shares as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation as it may from time to time be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeamended.

Method of Exercise. To exercise this Warrant (a) This warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "Notice of Exercise") substantially in the form attached hereto as Exhibit A via facsimile to the Company. Promptly thereafter the Holder shall deliver submit to the Company at its principal office, an amount equal to the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify Purchase Price multiplied by the number of Shares to be purchased, shares of Common Stock for which this Warrant is being exercised (the denominations "Exercise Price"). Payment of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined made, at the option of the Holder, (i) by bank draft payable to the order of the Company, or as may be specified in such notice, and shall be issued in (ii) by wire transfer to the name account of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, Following receipt by the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect shall be entitled to receive, without one or more certificates, issued in the payment of any additional considerationHolder's name or in such name or names as the Holder may direct, Shares equal subject to the value limitations on transfer contained herein, for the number of shares of Common Stock set forth in the Notice of Exercise. The shares of Common Stock so purchased shall be deemed to be issued as of the close of business on the date on which the Company shall have received from the Holder payment in full of the Exercise Price (the "Exercise Date"). (b) Notwithstanding anything to the contrary set forth herein, upon exercise of all or a portion of this Warrant or portion thereof by in accordance with the terms hereof, the Holder shall not be required to physically surrender of such this Warrant to the Company with Company. Rather, records showing the "cashless exercise" election marked amount so exercised and the date of exercise shall be maintained on a ledger substantially in the form of Subscription Notice. Thereupon, Annex B attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Exercise). It is specifically contemplated that the Holder hereof shall issue to act as the Holdercalculation agent for all exercises of this Warrant. In the event of any dispute or discrepancies, such number records maintained by the Holders shall be controlling and determinative in the absence of fully paid manifest error. The Holder and non-assessable Shares as is computed using any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following formula: X = Y(A-B) ------ A where X = an exercise of a portion of this Warrant, the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number shares of Shares covered Common Stock represented by this Warrant in respect of will be the amount indicated on Annex B attached hereto (which may be less than the cashless exercise election is made. A = amount stated on the Fair Market Value (as defined in Article V face hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made).

Method of Exercise. To Subject to the provisions of Article 3 below, to exercise this Warrant in whole or in part, the Holder holder hereof shall deliver to the Company at the Warrant Agency, Office designated pursuant to Section 2.1: (a) this Warrant, (bi) a written notice, in substantially the form of the Subscription Notice attached heretoappearing at the end of this Warrant, of such Holderholder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchasedpurchased and the nature of payment, whether by check or by this Warrant (pursuant to Section 1.4) or by a combination thereof; (ii) a certified or official bank check or attorneys' check payable to the denominations order of the share certificate or certificates desired Company and/or a cancellation of a number of warrants (pursuant to Section 1.4) (and/or any other form of consideration which the Company and the name or names holder hereof may have agreed to accept in which such certificates are payment of the Current Warrant Price) in the aggregate equal to be registered the aggregate Current Warrant Price of the number of shares of Common Stock being purchased; and (ciii) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Warrant. The Company shall, shall as promptly as practicable practicable, and in any event within seventy-two hours thereafter7 days after receipt by the Company of such notice, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or denomination as may be specified in such notice, said notice and shall be issued in the name of the Holder such holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, issued and such Holder holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, shares as of the date the aforementioned notice consideration specified for such shares is received by the CompanyCompany as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the said certificate or certificates, deliver to the Holder such holder a new Warrant evidencing the rights of such holder to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holdersuch holder, appropriate notation may be made on this Warrant which shall then be and the same returned to the Holdersuch holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share such stock certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share in case such stock certificates or new Warrants shall be registered in a name or names other than the name of the Holderholder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable as a result upon the issuance of such transfer stock certificate or certificates or new Warrants shall be paid by the Holder holder hereof at the time of delivering the aforementioned notice of exercise mentioned above or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesame.

Method of Exercise. To (a) The Warrantholder may exercise this Warrant Warrant, in whole or in part, the Holder shall deliver by presentation and surrender of this Warrant to the Company at its corporate office at 375 West Street, West Bridgewater, Massachusetts 62379, or at the o▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇ Exercise Form annexed hereto duly executed and, in the event of an exercise for cash pursuant to Section 2.3(a), accompanied by payment of the full Exercise Price for each Warrant Agency, (a) this Warrant, Share to be purchased. (b) a written noticeUpon receipt of this Warrant with the Exercise Form fully executed and, in substantially the form event of the Subscription Notice attached heretoan exercise for cash pursuant to Section 2.3(a), accompanied by payment of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Warrant Shares purchased (unless for which this Warrant is then being exercised, the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or shall cause to be executed and delivered, in accordance with such notice, a certificate or issued certificates representing for the aggregate total number of Shares specified whole shares of Common Stock for which this Warrant is being exercised (adjusted to reflect the effect of the anti-dilution provisions contained in said notice. The Share certificate or certificates so delivered shall be Article 3 hereof, if any, and as provided in Section 2.4 hereof) in such denominations as determined are requested for delivery to the Warrantholder, and the Company shall thereupon deliver such certificates to the Warrantholder. A net issuance exercise pursuant to Section 2.3(b) shall be effective upon receipt by the CompanyCompany of this Warrant together with the aforesaid written statement, or on such later date as may be is specified in such noticetherein (the "NET ISSUANCE EXERCISE DATE"), and shall be issued in and, at the name election of the Holder or such other name or names as shall hereof, may be designated made contingent upon the closing of the sale of the Warrant Shares in such noticea Public Offering. Such certificate or certificates The Warrantholder shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders the holder of record of the shares of Common Stock issuable upon such exercise as of the time of receipt of the Exercise Form and payment in accordance with the preceding sentence, in the case of an exercise for cash pursuant to Section 2.3(a), or as of the Net Issuance Exercise Date, in the case of a net issuance exercise pursuant to Section 2.3(b), notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Warrantholder. If at the time this Warrant is exercised, a Registration Statement is not in effect to register under the Securities Act the Warrant Shares issuable upon exercise of this Warrant, the Company may, in the case of an exercise for cash pursuant to Section 2.3(a) or in the case of a net issuance exercise prior to the satisfaction of any holding period required by Rule 144 promulgated under the Securities Act, require the Warrantholder to make such representations, and may place the legends on certificates representing the Warrant Shares, as may be reasonably required in the opinion of counsel to the Company to permit the Warrant Shares to be issued without such registration. (c) In case the Warrantholder shall exercise this Warrant with respect to less than all of the date the aforementioned notice is received by the Company. If Warrant Shares that may be purchased under this Warrant shall have been exercised only in partWarrant, the Company shall, at the time of delivery shall execute as of the certificate or certificatesexercise date (or, if later, the Net Issuance Exercise Date) a new warrant in the form of this Warrant for the balance of such Warrant Shares and deliver such new warrant to the Holder a new Warrant evidencing Warrantholder within 10 days following the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, exercise date (or, at if later, the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. Net Issuance Exercise Date). (d) The Company shall pay any and all expenses, payable in connection with the preparation, issuance stock transfer and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall which may be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) issuance of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this any Warrant at the time the cashless exercise election is madeShares.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Option Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph upon exercise of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company Stock Option shall, at the time of delivery purchase, be paid in full, either in cash and/or in shares of Common Stock held by the Optionee for at least (6) six months and having a fair market value (based on the average closing price of the certificate Common Stock for the five (5) trading day period immediately prior to the date of exercise) which, when added to the portion of the Total Strike Price to be paid in cash, equals the total Strike Price for the portion of this Stock Option being exercised. To the extent that the right to purchase Option Shares has accrued hereunder, this Stock Option may be exercised, from time to time, by written notice to the Corporation stating the number of Option Shares with respect to which this Stock Option is being exercised and the time of delivery thereof, which shall be at least fifteen (15) days after the giving of such notice, unless an earlier date shall have been mutually agreed upon. In no event, shall the Corporation be required to honor any notice of exercise if the same is received by the Corporation more than fifteen (15) days after the termination of this Stock Option pursuant to Section 3. At the time specified in such notice, the Corporation shall, without transfer or certificatesissue tax to the Optionee, deliver to him by certified mail, a certificate or certificates for such Option Shares, against the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for payment by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request Optionee of the HolderStrike Price, appropriate notation in full, for the number of Option Shares to be delivered, by certified or bank cashier’s check, or the equivalent thereof acceptable to the Corporation, or through the use of Common Stock in accordance with the above; provided, however, that the time of such delivery may be made on this Warrant which shall then postponed by the Corporation for such period as may be returned required for it, with reasonable diligence, to comply with any requirements of any state or federal agency or any securities exchange. If the Holder. The Company shall Optionee fails to accept delivery of and pay all expensesor any for part of the number of Option Shares specified in the notice given by the Optionee, payable in connection with the preparation, issuance upon tender and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfersaid shares, income or similar taxes in connection the Optionee’s right to exercise this Option with the transfer of securities), except that, if Share certificates or new Warrants respect to such undelivered shares shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeterminated.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered registered, and (c) payment of the Exercise Price with respect to such shares. Notwithstanding the foregoing, this Warrant shall be exercisable only, to the extent and at the time or times, that the Holder could legally take possession and title of such shares. Payment made pursuant to clause (c) above may be made, at the option of the Holder: (x) by cash, money order, certified or bank cashier's check or wire transfer or (y) the delivery of a notice to the Company that the Holder is exercising this Warrant by ______________________________________ Footnote continued from previous page. 156 authorizing the Company to reduce the number of shares of Common Stock subject to this Warrant by the number of shares having an aggregate value equal to the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Price. The Company shall, as promptly as practicable and in any event within seventy-two hours three Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number and type of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired desired, whether the Common Stock to be acquired shall be voting Common Stock or non-voting Common Stock and the name or names in which such certificates are to be registered registered, and (c) payment of the Exercise Price with respect to such shares. Notwithstanding the foregoing, this Warrant shall be exercisable only to the extent and at the time or times that the Holder could legally take possession of and title to such shares. Payment made pursuant to clause (c) above may be made, at the option of the Holder: (x) by cash, money order, certified or bank cashier's check or wire transfer, (y) the surrender to the Company of securities of the Company having a value equal to the aggregate Exercise Price for Price, as determined in good faith by the Shares purchased Company's board of directors, or (unless z) the delivery of a notice to the Company that the Holder chooses is exercising this Warrant by authorizing the "cashless exercise" option provided Company to reduce the number of shares of Common Stock subject to this Warrant by the number of shares having an aggregate value equal to the aggregate Exercise Price, as determined in good faith by the third paragraph Company's board of this Section 1.01)directors. The Company shall, as promptly as practicable and in any event within seventy-two hours three Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number and type of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice, subject to Section 1.4. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a Holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a the name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this (a) This Warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "NOTICE OF EXERCISE") in the form attached hereto as EXHIBIT A via facsimile to the Company. Promptly thereafter the Holder shall surrender this Warrant to the Company at its principal office, accompanied by payment of the Purchase Price multiplied by the number of shares of Common Stock for which this Warrant is being exercised (the "EXERCISE PRICE"). Payment of the Exercise Price shall be made by wire transfer to the account of the Company. Upon exercise, the Holder shall deliver be entitled to the Company at the Warrant Agencyreceive, (a) this Warrantone or more certificates, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the Holder's name of the Holder or in such other name or names as shall be designated in such noticethe Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. Such certificate or certificates The shares of Common Stock so purchased shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, issued as of the close of business on the date on which the aforementioned notice is Company shall have received by from the Holder payment of the Exercise Price (the "EXERCISE DATE"). (b) Notwithstanding anything to the contrary set forth herein, upon exercise of all or a portion of this Warrant in accordance with the terms hereof, the Holder shall not be required to physically surrender this Warrant to the Company. If this Warrant Rather, records showing the amount so exercised and the date of exercise shall have been exercised only in part, be maintained on a ledger (the "LEDGER") (a copy of which shall be delivered to the Company shallor transfer agent with each Notice of Exercise). It is specifically contemplated that the Company hereof shall act as the calculation agent for all exercises of this Warrant. In the event of any dispute or discrepancies, at such records maintained by the time Company shall be controlling and determinative in the absence of delivery manifest error. The Holder and any assignee, by acceptance of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with acknowledge and agree that, by reason of the provisions of this paragraph, following an exercise of a portion of this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number shares of Shares covered Common Stock represented by this Warrant in respect of will be the amount indicated on the Ledger attached hereto (which may be less than the cashless exercise election is made. A = amount stated on the Fair Market Value (as defined in Article V face hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made).

Method of Exercise. To exercise (a) The rights represented by this Warrant may be exercised in whole or in partpart at any time during the Exercise Period, by delivery of the Holder shall deliver following to the Company at its address set forth in the Purchase Agreement (or at such other address as it may designate by notice in writing to the Holder): (i) An executed Notice of Exercise in the form attached hereto as Exhibit B; (ii) Payment of the Warrant Agency, Price either (a) this Warrant, in cash or by check or (b) a written notice, in substantially the form by cancellation of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate indebtedness or certificates desired and the name or names in which such certificates are to be registered and (c) by any combination thereof; and (iii) This Warrant. Upon the aggregate Exercise Price for exercise of the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of rights represented by this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such noticeWarrant, a certificate or certificates representing for the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Companypurchased, or as may be specified in such notice, and shall be issued registered in the name of the Holder or such other name or names as persons affiliated with the Holder, if the Holder so designates, shall be designated issued and delivered to the Holder promptly after the rights represented by this Warrant shall have been so exercised. The person in such notice. Such whose name any certificate or certificates for Shares are to be issued upon exercise of this Warrant shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders the holder of record of such SharesShares on the date on which this Warrant was surrendered and payment of the Warrant Price was made, as irrespective of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the such certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result date of such surrender and payment is a date when the stock transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request books of the Company for payment. In lieu of a monetary payment of are closed, such person shall be deemed to have become the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender holder of such Warrant to Shares at the Company with close of business on the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of next succeeding date on which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madestock transfer books are open.

Method of Exercise. To exercise this Warrant 1.1.1 The Warrants may be exercised by the Registered Holder, in whole or in part, the Holder shall deliver to the Company at the by surrendering this Warrant AgencyCertificate, (a) this Warrant, (b) with a written notice, Notice of Exercise in substantially the form of Annex A hereto (the Subscription "Notice attached heretoof Exercise") duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company set forth in Section 12 hereof, or at such other office or agency as the Company may designate in writing pursuant to Section 12 hereof (the "Company's Office"), accompanied by payment in full with good, cleared funds, in lawful money of the United States, of such Holder's election to exercise this Warrant, which notice shall specify the Exercise Price payable in respect of the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Warrant Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph upon such exercise or by surrendering Warrants pursuant to Section 1.2 below. 1.1.2 Each exercise of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates Warrants shall be deemed to have been issuedeffected immediately prior to the close of business on the day on which the Notice of Exercise shall be dated and directed to the Company (as evidenced by the applicable postmark or other evidence of transmittal) as provided in Section 1.1(a) hereof. At such time, and the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such Holder or any other person so designated to be named therein exercise shall be deemed for all purposes to have become the holder or holders of record of the Warrant Shares represented by such Shares, certificates. 1.1.3 As soon as practicable after the exercise of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only Warrants, in full or in part, and in any event within ten (10) days thereafter, the Company shallCompany, at its expense, will cause to be issued in the time name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of delivery of the any applicable transfer taxes) may direct: (a) a certificate or certificatescertificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, deliver in lieu of any fractional share to the which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (b) in case such exercise is in part only, a new Warrant evidencing certificate or certificates (dated the rights to purchase the remaining Shares called for by this Warrantdate hereof) of like tenor, which new Warrant shall representing in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, on the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant face or portion faces thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares Warrants as is computed using the following formula: X = Y(A-Bequal (without giving effect to any adjustment therein) ------ A where X = the number of Shares to be issued to Warrants set forth on the Holder pursuant to face of this Section 1.01 upon such cashless exercise election. Y = Certificate minus the number of Shares covered by Warrants (i) exercised in accordance with this Warrant Section 1.1 or (ii) surrender in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V accordance with Section 1.2 hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise The rights represented by this Warrant may be exercised in whole or in partpart at any time during the Exercise Period, by delivery of the Holder shall deliver following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Warrant Agency, Holder): (a) An executed Notice of Exercise in the form attached hereto; (b) Payment of the Exercise Price either (i) in cash or by check or wire transfer of immediately available funds, or (ii) pursuant to a Cashless Exercise, as described below; and (c) This Warrant. Immediately prior to the expiration of the Exercise Period, the portion of this Warrant not exercised prior thereto shall automatically be deemed to be exercised in full in the manner set forth in Section 2.2, without any further action on behalf of the Holder; provided, however, that in the event that the cashless exercise formula set forth in Section 2.2 yields a result that is less than or equal to zero, then the unexercised portion of this Warrant shall automatically terminate and become void. The Company may not call or redeem all or any portion of this Warrant without the prior written consent of the affected Holder. Upon the exercise of the rights represented by this Warrant, (b) a written notice, in substantially the form shares of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice Common Stock shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price issued for the Exercise Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticepurchased, and shall be issued registered in the name of the Holder or such other name or names Persons affiliated with the Holder, if the Holder so designates, as promptly as practicable, and in any event within (3) Business Days thereafter, and shall be designated issued in such noticecertificate form and delivered to the Holder. Such certificate or certificates The Person in whose name any Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders the holder of record of such Sharesshares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, as irrespective of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery issuance of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request shares of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Common Stock, except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result date of such surrender and payment is a date when the stock transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request books of the Company for payment. In lieu of a monetary payment of are closed, such Person shall be deemed to have become the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender holder of such Warrant to shares at the Company with close of business on the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of next succeeding date on which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madestock transfer books are open.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder (i) This Option shall deliver be exercisable from time to time by delivering an Exercise of Stock Option to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, Committee in substantially the form of Exhibit A (the Subscription “Notice attached hereto, of such Holder's election to exercise this Warrant, which notice Exercise”). The Notice of Exercise shall specify state the number of Shares in respect of which this Option is being exercised and shall contain or be accompanied by such other representations and agreements as to be purchased, the denominations of the share certificate or certificates desired and the name or names in which Optionee’s investment intent with respect to such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, required by the Company pursuant to the provisions of the Plan. Such Notice of Exercise shall be signed by the Optionee and shall be issued delivered in person or by certified mail to the name Committee. The Notice of Exercise shall be accompanied by payment of the Holder or Exercise Price. (ii) No Shares will be issued pursuant to the exercise of this Option unless such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, issuance and such Holder exercise shall comply with this Agreement, the Plan and all relevant provisions of law. (iii) The Company may refrain from delivering or transferring Shares issued hereunder and under the Plan until the Committee has determined that the Optionee has tendered to the Company any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Sharesfederal, as of the date the aforementioned notice is received state or local tax owed by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable Optionee as a result of receipt of this Option, the vesting of this Option, the exercise of this Option or the disposition of any Share in the event that the Company has a legal liability to satisfy such transfer shall tax. (iv) Within a reasonable time or such time as may be paid permitted by law after the Holder at the time of delivering the aforementioned Company receives notice of exercise or promptly upon receipt of a written request of and full payment for the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. ThereuponShares, the Company shall issue and deliver a certificate representing the Shares acquired as a result of the exercise. The Optionee shall have no rights as a stockholder with respect to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of any Shares covered by this Warrant in respect of Option until a certificate representing such Shares is issued to him or her. Once a certificate is issued, the Shares shall be considered fully paid and nonassessable. No adjustment will be made for a dividend or other right for which the cashless exercise election record date is made. A = prior to the Fair Market Value (date on which the stock certificate is issued, except as defined provided in Article V hereofSection 3(a)(ii) hereof or Section 9(a) of one Share, as at the time Plan. (v) The Company shall not be liable to any person or entity for damages due to any delay in the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madedelivery or issuance of any stock certificate for any reason whatsoever.

Method of Exercise. To (a) While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); (ii) the delivery to the Company of a written opinion of counsel to the Holder in form and substance reasonably satisfactory to the Company that the transferee of the Warrant will be an eligible S corporation holder; and (iii) except in connection with a Net Exercise (as defined below) pursuant to Section 4 below, the payment to the Company by wire transfer to an account designated by the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Shares represented by such certificate. As used in this Warrant, “person” means any individual, partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, unincorporated organization or any federal, state, county or municipal governmental or quasi-governmental agency, department, commission, board, bureau or instrumentality or any other entity. (c) As soon as reasonably practicable after the exercise of this Warrant in whole or in part, the Holder shall deliver to the Company at its expense will cause to be issued in the Warrant Agencyname of, and delivered to, the Holder, or as the Holder may direct: (a) this Warrant, (bi) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify certificate or certificates (with appropriate restrictive legends) for the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be entitled in such denominations as determined may be requested by the CompanyHolder; and (ii) in case such exercise is in part only, a new warrant or as may be specified in such noticewarrants (dated the date hereof) of like tenor, and shall be issued calling in the name aggregate on the face or faces thereof for the number of Shares equal to the number of such Shares described in this Warrant minus the number of such Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or Section 4 below. (d) Notwithstanding any other person so designated provisions hereof, if an exercise of any portion of this Warrant is to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparationconsummation of a sale of the Company’s Common Stock or other securities pursuant to a registration statement under the Securities Act of 1933, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below amended (the “Act”) (other than transfera registration statement relating either to a sale of securities to employees of the Company pursuant to its stock option, income stock purchase or other similar taxes plan or to a Securities and Exchange Commission (“SEC”) Rule 145 transaction) (the “Public Offering”), or a Sale of the Company (as defined below), the exercise of any portion of this Warrant may, at the election of the Holder hereof, be conditioned upon the consummation of the Public Offering or Sale of the Company, in connection which case such exercise shall not be deemed to be effective until the consummation of such transaction. A “Sale of the Company” shall mean (i) the closing of the sale, lease, transfer or other disposition of all or substantially all of the Company’s assets, (ii) the consummation of a merger or consolidation of the Company with or into another entity (except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of the Company or the surviving or acquiring entity), (iii) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons not affiliated with the transfer Company (other than an underwriter of the Company’s securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the HolderCompany’s securities if, funds sufficient to pay all transfer taxes payable as a result after such closing, such person or group of such transfer shall be paid by affiliated persons would hold 50% or more of the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request outstanding voting stock of the Company for payment. In lieu of (or the surviving or acquiring entity) or (iv) a monetary payment liquidation, dissolution or winding up of the aggregate Exercise PriceCompany, whether voluntary or involuntary; provided, however, that a transaction described in (i), (ii) or (iii) above shall not constitute a Sale of the Holder may elect Company if its sole purpose is to receive, without change the payment state of any additional consideration, Shares equal the Company’s incorporation or to create a holding company that will be owned in substantially the value of this Warrant or portion thereof same proportions by the surrender persons who held the Company’s securities immediately prior to such transaction. For purposes of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.this

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the Holder date hereof until 5:00 p.m., Houston, Texas time, on February 12, 2001. To exercise the Warrants, the holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1 hereof, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, or (B) if the Company and the holder mutually elect, through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, which notice shall specify as aforesaid, and such date is referred to herein as the number of Shares to be purchased"Exercise Date". Upon such exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to this Warrant. The Share certificate or As permitted by applicable law, the Person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result benefits of such transfer shall be paid by holder on the Holder at Exercise Date, including without limitation the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company right to receive dividends and other distributions for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at the time the cashless Date and to exercise election is madevoting rights.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the Holder date hereof until 5:00 p.m., Houston, Texas time, on May 8, 2002. To exercise the Warrants, the holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section hereof, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, or (B) if the Company and the holder mutually elect, through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, which notice shall specify as aforesaid, and such date is referred to herein as the number of Shares to be purchased"Exercise Date". Upon such exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to this Warrant. The Share certificate or As permitted by applicable law, the Person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result benefits of such transfer shall be paid by holder on the Holder at Exercise Date, including without limitation the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company right to receive dividends and other distributions for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at the time the cashless Date and to exercise election is madevoting rights.