Common use of Call Clause in Contracts

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant by providing the Holder written notice pursuant to Section 12 (the “Call Notice”) if at such time the average VWAP of the Per Share Market Value of the Company’s Common Stock has been is equal to or greater than one hundred fifty percent (150%) of the Warrant Price $6.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery with an average daily trading volume of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant Common Stock equal to Section 13 (the "Call Notice")or greater than 75,000 shares; provided, that (ai) a registration statement under the Securities Act as required under the Registration Statement Rights Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar dayseffect, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission Commission, or Nasdaq the OTC Bulletin Board or a registered national stock exchange where the Common Stock is traded, and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A1) $.10 0.01 per Called Warrant Share and (B2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one ninety (190) year days following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement")Effectiveness Date, the Issuer, at its option, may call (a "Call") up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one two hundred fifty percent (150250%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (aA) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bB) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading) and (cC) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year at any time following the effective date of a the registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the "“Registration Statement"”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the average of the Per Share Market Value VWAP of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $2.50 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty thirty (2030) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (iii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)) and (iv) the Issuer is not in possession of material non-public information; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 12 (the "“Call Notice")”) if the closing price of the Common Stock shall be equal to or greater than $3.75, subject to adjustment, for a period of five (5) consecutive Trading Days; provided, that (ai) a registration statement under the Securities Act as required under the Registration Statement Rights Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar dayseffect, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission Commission, or Nasdaq the OTC Bulletin Board or a registered national stock exchange where the Common Stock is traded, and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day tenth (10th) Trading Day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A1) $.10 0.01 per Called Warrant Share and (B2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant by providing the Holder written notice pursuant to Section 12 (the “Call Notice”) if at such time the average VWAP of the Per Share Market Value of the Company’s Common Stock has been is equal to or greater than one hundred fifty percent (150%) of the Warrant Price $9.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery with an average daily trading volume of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant Common Stock equal to Section 13 (the "Call Notice")or greater than 75,000 shares; provided, that (ai) a registration statement under the Securities Act as required under the Registration Statement Rights Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar dayseffect, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission Commission, or Nasdaq the OTC Bulletin Board or a registered national stock exchange where the Common Stock is traded, and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A1) $.10 0.01 per Called Warrant Share and (B2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may Original Issue Date call up to one hundred percent (100%) of this Warrant if then still outstanding by providing the average Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $0.10 per share for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by and the average daily trading volume during the Call Notice Period exceeds 1,000,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the Holder resale of this the Warrant written notice pursuant to Section 13 Stock (the "Call NoticeRegistration Statement"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty twenty (6020) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the other Transaction Documents (as defined Issuer is not in the Purchase Agreement)possession of any material non-public information; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may Original Issue Date call up to one hundred percent (100%) of this Warrant if then still outstanding by providing the average Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $0.20 per share for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing and the Holder average daily trading volume during the Call Notice Period exceeds 1,500,000 shares of this Warrant written notice pursuant to Section 13 Common Stock; (the "Call Notice"); provided, that (aB) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty twenty (6020) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the other Transaction Documents (as defined Issuer is not in the Purchase Agreement)possession of any material non-public information; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a the registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series B Preferred Stock issued pursuant to the Purchase Agreement (the "“Registration Statement"”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one two hundred fifty percent (150200%) of the Warrant Price as of the Original Issue Date (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (iii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)) and (iv) the Issuer is not in possession of material non-public information; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .001 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may Original Issue Date call up to one hundred percent (100%) of this Warrant if then still outstanding by providing the average Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $.53 per share for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by and the average daily trading volume during the Call Notice Period exceeds $100,000 per day for twenty (20) Trading Days out of thirty (30) prior Trading Days; (B) a registration statement under the Securities Act providing for the Holder resale of this the Warrant written notice pursuant to Section 13 Stock and the shares of Common Stock issuable upon conversion of the Notes (the "Call NoticeRegistration Statement"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and Warrant, (E) the other Transaction Documents (as defined Issuer is not in the Purchase Agreement)possession of any material non-public information; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"), and (F) at least sixty percent (60%) of the proceeds from the exercise of this Warrant in accordance with this Section 8 shall be applied to (i) make a strategic acquisition, which has been approved by the Company's Board of Directors; (ii) a strategic joint venture; (iii) an acquisition of product inventory to fulfill large customer orders in excess 1,500 mobile units; or (iv) moving an appropriate level of business and operating costs off-shore to develop a more efficient cost and production structure. The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In Notwithstanding anything in the event foregoing to the contrary, if the Holder may not exercise this Warrant is not exercised with respect to as a result of the Called Warrant Sharesrestrictions contained in Section 7 hereof, the Issuer shall remit to the Holder of this Warrant (A) $.10 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon shall be deemed null and void and shall not be deemed effective until the Holder's tendering to date that the Issuer the applicable Holder may exercise this Warrant certificatein accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one twelve (112) year months following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the "“Registration Statement"”), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "“Call Notice Period"”) by providing the Holder of this Warrant written notice pursuant to Section 13 (the "“Call Notice"”); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to upon conversion of the Purchase Agreement Notes (the "“Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%”) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the other Transaction Documents (as defined Issuer is not in the Purchase Agreement)possession of any material non-public information; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year at any time following the effective date of a the registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the "“Registration Statement"”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the average of the Per Share Market Value VWAP of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty thirty (2030) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (iii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)) and (iv) the Issuer is not in possession of material non-public information; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may Original Issue Date call up to one hundred percent (100%) of this Warrant if then still outstanding by providing the average Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $1.00 per share for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by and the average daily trading volume during the Call Notice Period exceeds 500,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the Holder resale of this the Warrant written notice pursuant to Section 13 Stock and the shares of Common Stock issuable upon conversion of the Notes (the "Call NoticeRegistration Statement"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the other Transaction Documents (as defined Issuer is not in the Purchase Agreement)possession of any material non-public information; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice")) if the Per Share Market Value of the Common Stock has been equal to or greater than $2.25 for a period of thirty (30) consecutive Trading Days immediately prior to the date of delivery of the Call Notice; provided, that (ai) a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock and the Common Stock issued pursuant to the Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar daysTrading Days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock and the Common Stock issued pursuant to the Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day Trading Day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may Original Issue Date call up to one hundred percent (100%) of this Warrant if then still outstanding by providing the average Holder of this Warrant written notice pursuant to Section 14 (the "Call Notice"); provided, that, in connection with any call by the Issuer under this Section 9, (A) the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period"); (B) by a registration statement under the Securities Act providing for the Holder resale of this the Warrant written notice pursuant to Section 13 Stock (the "Call NoticeRegistration Statement"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading) and (cD) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)Warrant; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .01 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year at any time following the effective date of a the registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the "“Registration Statement"”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the average of the Per Share Market Value VWAP of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $6.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty thirty (2030) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (iii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)) and (iv) the Issuer is not in possession of material non-public information; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one ninety (190) year days following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series B Preferred Stock issued pursuant to the Purchase Agreement (the "Registration Statement")Agreement, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty fifteen (2015) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series B Preferred Stock issued pursuant to the Purchase Agreement (the “Registration Statement Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board, (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)) and (d) the average daily trading volume of the Common Stock for the ten (10) Trading Days preceding the date of the Call Notice is equal to or greater than 150,000 shares of Common Stock; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following at any time ---- after the effective date of a registration statement under the Securities Act providing for the resale first anniversary of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement")Original Issue Date, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been equal to or greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $5.00 for a period of twenty fifteen (2015) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect has been declared effective -------- and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect -------- ------- must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. If the Holder elects to exercise this Warrant as a result of a Call Notice, and such exercise would result in such Holder owning more than 4.99% of all of the Common Stock issued and outstanding at such time, such Holder may exercise this Warrant for such amount of Called Warrant Shares equal to or less than 4.99% of all of the Common Stock issued and outstanding at such time, and the Call Notice with respect to the balance of this Warrant shall be null and void and of no further force or effect. Notwithstanding the foregoing, the Holder may waive at any time its rights to limit its ownership to 4.99% of all of the Common Stock issued and outstanding at such time in accordance with Section 8 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may Original Issue Date call up to one hundred percent (100%) of this Warrant if then still outstanding by providing the average Holder of this Warrant written notice pursuant to Section 14 (the "Call Notice"); provided, that, in connection with any call by the Issuer under this Section 9, (A) the Per Share Market Value of the Common Stock has been greater than one two hundred fifty percent (150200%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period"); (B) by a registration statement under the Securities Act providing for the Holder resale of this the Warrant written notice pursuant to Section 13 Stock (the "Call NoticeRegistration Statement"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading) and (cD) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)Warrant; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. If this Warrant is exercised with respect to such Called Warrant Shares prior to such Early Termination Date, the Holder shall receive (x) shares of Common Stock equal to the Called Warrant Shares and (y) a Series K Warrant to purchase an amount of shares of Common Stock equal to the amount of Called Warrant Shares. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .01 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year at any time following the effective date of a the registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the "“Registration Statement"”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the average of the Per Share Market Value VWAP of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $5.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty thirty (2030) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (iii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)) and (iv) the Issuer is not in possession of material non-public information; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may Original Issue Date call up to one hundred percent (100%) of this Warrant if then still outstanding by providing the average Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $1.26 per share for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing and the Holder average daily trading volume during the Call Notice Period exceeds 250,000 shares of this Warrant written notice pursuant to Section 13 Common Stock; (the "Call Notice"); provided, that (aB) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the other Transaction Documents (as defined Issuer is not in the Purchase Agreement)possession of any material non-public information; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein The Corporation shall have the right, upon notice to the contraryHolder (“Call Notice”), commencing one to “call” all or any portion of this Warrant (1a “Call”) year following the effective date of a registration statement under the Securities Act providing for the resale of provided that (i) the Warrant Stock and the shares of Common Stock issuable Shares have been registered for resale pursuant to the Purchase Agreement Securities Act, and are freely tradable without restriction for at least the 30-day period preceding such notice, (ii) the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of Closing Price for the Common Stock has been greater than one hundred fifty percent at least $8.00 (150%subject to adjustment to reflect stock splits, stock dividends, recapitalizations and the like) for each trading day in the 20-trading day period immediately preceding the date of the Call Notice, and (iii) the average daily trading volume for the Common Stock has been at least 100,000 for the 20-trading day period immediately preceding the date of the Call Notice. The Call Notice shall state what portion of the Warrant Price (as may is being Called and on what date the Call shall take effect, which date shall be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of at least 30 calendar days after the Call Notice is sent to Holder (a "the “Call Notice Period") by providing the Holder Date”). The Corporation covenants to honor all exercises of this Warrant written notice pursuant to Section 13 up until 5:00pm (Eastern Time) on the "Call Notice"); providedDate, that (a) and any such exercises will be applied against the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery portion of the Warrant being Called. The Call Notice until the date which is the later of shall be void (i) if on the date the Holder exercises Call Date, the Warrant pursuant to the Call Notice and Shares are no longer freely tradable without restriction or (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to any Warrant Shares which would cause a breach of the shares conversion limitations in Section 6. After 5:01pm (Eastern Time) on the Call Date, any unexercised portion of the Warrant Stock subject being Called shall be cancelled without any consideration due to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following Commencing upon the effective date of a registration statement under the Securities Act Act, providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement Shares (the "“Registration Statement"”), the Issuer, at its option, Company may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value last reported closing price of the Common Stock on the securities exchange of quotation system on which the Common Stock is then listed or traded has been greater than one hundred fifty percent (150%) of the Warrant Price $4.50 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty at least ten (2010) consecutive Trading Days immediately trading days prior to the date of delivery of the Call Notice (a "“Call Notice Period"”) by providing the Holder of this Warrant written notice pursuant to Section 13 9.11 (the "“Call Notice"”); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar dayseffect, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission commission or Nasdaq and (c) the Issuer securities exchange or quotation system on which the Common Stock is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date")then listed or traded. The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the twentieth (20th) day after the Holder receives the Call Notice (the “Early Termination Date if Date”). If this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Aa) $.10 .01 per Called Warrant Share and (Bb) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. The Call Notice shall be deemed received by the Holder on the date actually received, but not later than three (3) business days after the Call Notice was properly posted or given to such express delivery service in accordance with Section 9.11. If made by telex, telecopy or other facsimile transmission in accordance with Section 9.11, the Call Notice shall be deemed to have been made and received at the time of dispatch.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the date the Registration Statement (as defined below) is declared effective date of a registration statement under by the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement")Exchange Commission, the Issuer, at its option, Issuer may call up to one hundred percent (100%) of this Warrant if then still outstanding by providing the average Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that, in connection with any call by the Issuer under this Section 7, (A) the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $3.00 for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period"); (B) by a registration statement under the Securities Act providing for the Holder resale of this the (i) Warrant written notice Stock and (ii) the shares of Common Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock which are not saleable in the public securities market pursuant to Section 13 the exemption from registration under the Securities Act provided by Rule 144(k) of Regulation D, issued pursuant to the Purchase Agreement, (the "Call NoticeRegistration Statement"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading) and (cD) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Loan Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .01 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant by providing the Holder written notice pursuant to Section 12 (the “Call Notice”) if the average of (A) the Per Share Market Value of the Common Stock has been is equal to or greater than one hundred fifty percent (150%) of the Warrant Price $10.50 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty fifteen (2015) consecutive Trading Days immediately prior to and (B) the date average daily trading volume for the Common Stock exceeds 75,000 shares for a period of delivery of the Call Notice fifteen (a "Call Notice Period"15) by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice")consecutive Trading Days; provided, that (ai) a registration statement under the Securities Act as required under the Registration Statement Rights Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar dayseffect, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board or a registered national stock exchange where the Common Stock is traded, (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A1) $.10 0.01 per Called Warrant Share and (B2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year at any time following the effective date of a the registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the "“Registration Statement"”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the average of the Per Share Market Value VWAP of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty thirty (2030) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a KL2:2446074.2 "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (iii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)) and (iv) the Issuer is not in possession of material non-public information; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following ---- any time after the effective date effectiveness of a the registration statement under the Securities Act providing for the resale of registering the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement")Stock, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been equal to or greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $3.20 per share for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written ------------------ notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the ------------ -------- Registration Statement is then in effect has been declared effective and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (b) trading in during the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)Call Notice Period; provided, further, that the Registration Statement is in effect must be effective from the ------- date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges ------------------------ granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the --------------------- Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .01 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing the Issuer, at its option, may call (a “Call”) up to one hundred percent (1100%) year following of this Warrant if (A) the effective Per Share Market Value of the Common Stock has been equal to or greater than $10.00 (as may be adjusted for any stock splits of combinations of the Common Stock) for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and (B) the dollar trading volume of the Common Stock for each of such ten (10) consecutive Trading Days exceeds $500,000, in each case, by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that (i) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series D Preferred Stock issued pursuant to the Purchase Agreement (the "“Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%”) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading) and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Subject to the provisions of Section 3.3.11 and 3.3.12 if, after the Issuance Date, (i) the VWAP for each of 30 consecutive Trading Days (the “Measurement Period”, which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $____ (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $______ per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of the Warrant Shares for which an Election to Purchase has not yet been delivered (the “Unexercised Portion”) for consideration equal to $0.001 per Warrant Share (such right, a “Call”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating therein the number of Warrant Shares in the Unexercised Portion to which such notice applies (the “Called Portion”). If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then the Called Portion will be cancelled at 5:00 p.m. (New York City time) on the twentieth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any Unexercised Portion other than a Called Portion will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Elections to Purchases with respect to Warrant Shares subject to a Call Notice that are tendered through 5:00 p.m. (New York City time) on the Call Date. The parties agree that any Election to Purchase delivered following a Call Notice which calls less than all the Warrants shall first reduce to zero the Called Portion prior to reducing the then remaining Unexercised Portion. For example, if (A) a Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 5:00 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under such Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under such Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Expiration Date, exercise such Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 3.3.12, the Company may deliver subsequent Call Notices for any then Unexercised Portion. Notwithstanding anything herein to the contrarycontrary set forth in this Warrant Agreement, commencing one the Company may not deliver a Call Notice or require the cancellation of the Warrants (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) year following the Company shall have honored in accordance with the terms of this Warrant Agreement all Elections to Purchase delivered by 5:00 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective date of a registration statement under as to all Warrant Shares and the Securities Act providing prospectus thereunder available for use by the Company for the resale sale of all such Warrant Shares to each Holder, and (3) the Warrant Common Stock shall be listed or quoted for trading on the Trading Market, and the (4) there is a sufficient number of authorized shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) for issuance of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called all Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 per Called Warrant Share and (B5) a new Warrant representing the number issuance of the shares of Warrant Stock, if any, which shall not have been subject cause a breach of any provision of Section 3.3.12 herein. The Company’s right to call the Call Notice upon Warrants shall be exercised ratably among all of the Holder's tendering to Holders based on the Issuer the applicable Warrant certificatethen outstanding Warrants.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following at any time after the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been equal to or greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $6.50 for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect has been declared effective and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may Original Issue Date call up to one hundred percent (100%) of this Warrant if then still outstanding by providing the average Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $0.10 per share for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "“Call Notice Period"”) by providing and the Holder average daily trading volume during the Call Notice Period exceeds 1,000,000 shares of this Warrant written notice Common Stock; (B) either the shares of Common Stock are eligible for resale pursuant to Section 13 Rule 144 under the Securities Act or a registration statement under the Securities Act providing for the resale of the Warrant Stock (the "Call Notice"); provided, that (a“Registration Statement”) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty twenty (6020) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the other Transaction Documents (as defined Issuer is not in the Purchase Agreement)possession of any material non-public information; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one twenty (120) year days following the effective date (the “Effectiveness Date”) of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement")Agreement, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”) if the average of the Per Share Market Value Volume Weighted Average Price of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $1.00 for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice so long as the first Trading Day of such twenty (a "Call Notice Period"20) by providing Trading Day period shall commence following the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice")Effectiveness Date; provided, that (ai) a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock and the Common Stock issuable upon conversion of the convertible promissory notes issued pursuant to the Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar daysTrading Days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock and the Common Stock issuable upon conversion of the convertible promissory notes issued pursuant to the Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day Trading Day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to upon conversion of the Purchase Agreement Notes (the "“Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%”) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the other Transaction Documents (as defined Issuer is not in the Purchase Agreement)possession of any material non-public information; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.. Series D Warrant

Call. Notwithstanding anything herein to the contrary, commencing one (1) year at any time following the effective date of a the registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the "“Registration Statement"”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the average of the Per Share Market Value VWAP of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $5.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty thirty (2030) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a KL2:2446075.2 "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (iii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)) and (iv) the Issuer is not in possession of material non-public information; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one thirty-six (136) year months following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series C Preferred Stock issued pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restriction contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein The Company shall have the right, upon notice to the contraryHolder (“Call Notice”), commencing one to “call” all or any portion of this Warrant (1a “Call”) year following the effective date of a registration statement under the Securities Act providing for the resale of provided that (i) the Warrant Stock and the shares of Common Stock issuable Shares have been registered for resale pursuant to the Purchase Agreement Securities Act, and are freely tradable without restriction for at least the 30-day period preceding such notice, (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%ii) of this Warrant if the average of the Per Share Market Value of for the Common Stock has been greater than one hundred fifty percent at least $1.00 per share (150%) of subject to adjustment to reflect stock splits, stock dividends, recapitalizations and the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stocklike) for a each trading day in the 15-trading day period of twenty (20) consecutive Trading Days immediately prior to preceding the date of delivery the Call Notice, and (iii) the average daily trading volume for the Common Stock has been at least 50,000 shares for the 15-trading day period immediately preceding the date of the Call Notice (a ". The Call Notice Period") by providing shall state what portion of the Warrant is being Called and on what date the Call shall take effect, which date shall be at least 10 calendar days after the Call Notice is sent to Holder (the “Call Date”). The Company covenants to honor all exercises of this Warrant written notice pursuant up until 5:00pm (Eastern Time) on the Call Date, and any such exercises will be applied against the portion of the Warrant being Called. The Call Notice shall be void if on the Call Date, the Warrant Shares are no longer freely tradable without restriction. After 5:01pm (Eastern Time) on the Call Date, any unexercised portion of the Warrant being Called shall be cancelled without any consideration due to Section 13 the Holder. For purposes of this Warrant, the term “Market Value” means with respect to a particular date, (i) if the "Call Notice"); provided, that (a) the Registration Statement Common Stock is then in effect and has been effectivelisted or quoted on the New York Stock Exchange, without lapse the NYSE AMEX, the NASDAQ Global Select Market, the NASDAQ Global Market or suspension the NASDAQ Capital Market or any other national securities exchange, the closing price per share of any kind, the Common Stock for a period of sixty such date (60or the nearest preceding date) consecutive calendar days, on the primary eligible market or exchange on which the Common Stock is then listed or quoted; (b) trading in if prices for the Common Stock shall not have been suspended by are then quoted on the Securities and Exchange Commission OTC Bulletin Board, the closing bid price per share of the Common Stock for such date (or Nasdaq and the nearest preceding date) so quoted; or (c) if prices for the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined Common Stock are then reported in the Purchase Agreement“Pink Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices); provided, further, that the Registration Statement is in effect from the date of delivery most recent closing bid price per share of the Call Notice until Common Stock so reported. If the Common Stock is not publicly traded as set forth above, the “fair value” per share of Common Stock shall be reasonably and in good faith determined by the Board of Directors of the Company as of the date which the exercise is the later of (i) the date the Holder exercises the Warrant pursuant deemed to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's tendering to the Issuer the applicable Warrant certificate.effected. (Signature Page Follows)

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been equal to or greater than one hundred fifty percent (150%) of the Warrant Price $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty five (205) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) a registration statement under the Registration Statement is then in effect Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series B Preferred Stock issued pursuant to the Purchase Agreement has been declared effective by the Securities and Exchange Commission and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 30 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th 10th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one thirty-six (136) year months and ten (10) Trading Days following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement")Original Issue Date, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”) if the average of the Per Share Market Value of the Common Stock has been equal to or greater than one hundred fifty percent (150%) 200% of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock and the Common Stock issued pursuant to the Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock and the Common Stock issued pursuant to the Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A1) $.10 per Called Warrant Share and (B2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year at any time following the effective date of a registration statement under the Securities Act providing for the resale Effectiveness Date of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty twenty (6020) consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the IssuerCompany, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 11 (the "Call Notice"); provided) if at any time following the date hereof, that the closing price or last reported sale (athe "Closing Price") the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (b) trading in the Common Stock on the stock exchange or quotation system on which the Common Stock is then traded or quoted is equal to or greater than $5.00 per share for a 60 consecutive calendar day period, provided that during such 60 consecutive calendar day period, the average daily trading volume is equal to or greater than 75,000 shares (the "Market Condition"), and provided further that the call option pursuant to this Section 6 shall not have been suspended by be conditioned upon there being in effect, on the date of satisfaction of the Market Condition or at any time thereafter, a valid registration statement on Form S-1 or Form S-3 promulgated under the Securities and Exchange Commission Act or Nasdaq and any successor or equivalent forms thereto (cthe "Registration Statement") covering the Issuer is in material compliance with resale of the terms and conditions of Warrant Stock (it being understood that this Warrant and will be subject to the other Transaction Documents (as defined in call option pursuant to this Section 6 on the Purchase Agreement); provided, further, date that the Registration Statement becomes effective if the Market Condition has been previously satisfied, whether or not the Market Condition is in effect from satisfied on such date, so long as the Closing Price on such date of delivery of the is equal to or greater than $3.00). The Call Notice until the date which is the later of shall specify (i) whether all or a portion of the date warrants are being called and, if a portion, shall specify the Holder exercises the Warrant pursuant to the Call Notice and number of warrants called, (ii) the 20th day after date on which the Holder receives the Call Notice warrants so called shall expire (the "Early Termination Date")) and (iii) the price to be paid for warrants which expire unexercised on the Early Termination Date. The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer Company shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer Company the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to upon conversion of the Purchase Agreement Notes (the "“Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%”) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the other Transaction Documents (as defined Issuer is not in the Purchase Agreement)possession of any material non-public information; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.. Series J Warrant

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice") if (a) the average Issuer completes a bona fide underwritten public offering during the Term resulting in gross proceeds to the Issuer of at least $40,000,000 and, commencing six months and one day following the Original Issue Date, the Per Share Market Value of the Common Stock has been is greater than one hundred fifty percent (150%) of the Warrant Price $5.50 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice Notice, or (b) commencing twelve (12) months following the Original Issue Date, the Per Share Market Value of the Common Stock is greater than $7.50 (as may be adjusted for any stock splits or combinations of the Common Stock) for a "Call Notice Period"period of ten (10) by providing consecutive Trading Days immediately prior to the Holder date of this Warrant written notice pursuant to Section 13 (delivery of the "Call Notice"); provided, that (ai) a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock and the Common Stock issued pursuant to the Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock and the Common Stock issued pursuant to the Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A1) $.10 per Called Warrant Share and (B2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one thirty-six (136) year months following the effective date of a the registration statement under the Securities Act providing for registering the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement")Stock, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been equal to or greater than one hundred fifty percent (150%) 200% of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "“Call Notice Period"”) by providing the Holder of this Warrant written notice pursuant to Section 13 (the "“Call Notice"”); provided, that (a) a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar daysdays (unless such registration statement is no longer required to be effective pursuant to the Registration Rights Agreement dated as October 31, (b) trading in 2003 among the Common Stock shall not have been suspended by Issuer, the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant Holder and the other Transaction Documents holders named therein (as defined in the Purchase “Registration Rights Agreement”)); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "“Early Termination Date"”) (unless such registration statement is no longer required to be effective pursuant to the Registration Rights Agreement). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may Original Issue Date call up to one hundred percent (100%) of this Warrant if then still outstanding by providing the average Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $0.20 per share for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "“Call Notice Period"”) by providing and the Holder average daily trading volume during the Call Notice Period exceeds 1,500,000 shares of this Warrant written notice Common Stock; (B) either the shares of Common Stock are eligible for resale pursuant to Section 13 (Rule 144 under the "Call Notice"); provided, that (a) Securities Act or the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty twenty (6020) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the other Transaction Documents (as defined Issuer is not in the Purchase Agreement)possession of any material non-public information; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one twelve (112) year months following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series C Preferred Stock issued pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restriction contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one hundred eighty (1180) year days following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable issued pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred fifty percent (10050%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been is greater than one hundred fifty percent (150%) of the Warrant Price $.65 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice PeriodCALL NOTICE PERIOD") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call NoticeCALL NOTICE"); providedPROVIDED, that THAT (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission Commission, the OTC Bulletin Board or Nasdaq any other relevant market or exchange and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); providedPROVIDED, furtherFURTHER, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day 10th Trading Day after the Holder receives the Call Notice (the "Early Termination DateEARLY TERMINATION DATE"). The Holder of this Warrant may not exercise this Warrant by "cashless exercise" pursuant to Section 2(c) hereof in connection with any exercise of this Warrant following the delivery of a Call Notice by the Issuer. The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant SharesCALLED WARRANT SHARES") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one twenty-four (124) year months following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred fifty percent (10050%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)Warrant; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one twelve (112) year months following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the "“Registration Statement"”), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one hundred eighty (1180) year days following the effective date of a the registration statement under the Securities Act providing for covering the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock issued pursuant to the Purchase Agreement (the "Registration Statement")Agreement, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) $_____ [250% of the Warrant Price Price] (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of any fifteen (15) Trading Days during the twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock issued pursuant to the Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the American Stock Exchange and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock issued pursuant to the Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .01 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to Commencing six (6) months after the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale issuance of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement")this Warrant, the IssuerCompany, at its option, may call up to one hundred percent (100%) percent of this Warrant by providing the Holder of this Warrant written notice pursuant to Section 11 (the “Call Notice”), if (i) a registration statement under the average Securities Act of 1933, as amended (the “Securities Act”) providing for the resale of the Per Share Market Value Warrant Shares shall have been declared effective by the Securities and Exchange Commission (the “SEC”) for a period of at least 30 days and the closing bid price of the Common Stock has been equal to or greater than one hundred fifty percent (150%) of the Warrant Price $4.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice trading days after such registration statement has been declared effective, and (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (aii) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (b) trading in the Common Stock registration statement shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is remain in effect from the date of delivery of the Call Notice until the date which is the later of (ix) the date the Holder exercises the Warrant pursuant to the Call Notice Notice, and (iiy) the 20th 10th day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock Shares subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this the Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer Company shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant StockShares, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer Company the applicable Warrant certificate.

Call. Notwithstanding anything herein The Company shall have the right, upon notice to the contraryHolder (“Call Notice”), commencing one to “call” all or any portion of this Warrant (1a “Call”) year following the effective date of a registration statement under the Securities Act providing for the resale of provided that (i) the Warrant Stock and the shares of Common Stock issuable Shares have been registered for resale pursuant to the Purchase Agreement Securities Act, and are freely tradable without restriction for at least the 30-day period preceding such notice, (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%ii) of this Warrant if the average of the Per Share Market Value of for the Common Stock has been greater than one hundred fifty percent at least $1.50 per share (150%subject to adjustment to reflect stock splits, stock dividends, recapitalizations and the like) for each trading day in the 20-trading day period immediately preceding the date of the Call Notice, and (iii) the average daily trading volume for the Common Stock has been at least 75,000 shares for the 10-trading day period immediately preceding the date of the Call Notice. The Call Notice shall state what portion of the Warrant Price (as may is being Called and on what date the Call shall take effect, which date shall be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of at least 30 calendar days after the Call Notice is sent to Holder (a "the “Call Notice Period") by providing the Holder Date”). The Company covenants to honor all exercises of this Warrant written notice pursuant to Section 13 up until 5:00pm (Eastern Time) on the "Call Notice"); providedDate, that (a) and any such exercises will be applied against the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery portion of the Warrant being Called. The Call Notice until shall be void if on the date which is the later of (i) the date the Holder exercises Call Date, the Warrant pursuant Shares are no longer freely tradable without restriction. After 5:01pm (Eastern Time) on the Call Date, any unexercised portion of the Warrant being Called shall be cancelled without any consideration due to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year at any time following the effective date of a registration statement under the Securities Act providing for the resale Effectiveness Date of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $2.60 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty twenty (6020) consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a the registration statement under the Securities Act providing for the resale of the Warrants, the Warrant Stock and the shares of Common Stock issuable issued pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call (a "Call") up to one hundred percent (100%) of this Warrant if then still outstanding by providing the average Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $7.00 for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (aB) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)) and (E) the Issuer is not in possession of any material non-public information; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th 60th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $2.20 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to upon conversion of the Purchase Agreement Notes (the "“Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%”) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the other Transaction Documents (as defined Issuer is not in the Purchase Agreement)possession of any material non-public information; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.. Series K Warrant

Call. Notwithstanding anything herein to the contrary, commencing one (1) year at any time following the effective date of a the registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the "“Registration Statement"”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the average of the Per Share Market Value VWAP of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $2.50 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty thirty (2030) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a KL2:2446073.2 "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (iii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)) and (iv) the Issuer is not in possession of material non-public information; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following on the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement")Effective Date, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) $_____ [300% of the Warrant Price Price] (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty fifteen (2015) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock issued pursuant to the Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar dayseffect, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the American Stock Exchange and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock issued pursuant to the Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .01 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”) if the average of the Per Share Market Value of the Common Stock has been equal to or greater than one hundred fifty percent (150%) 200% of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice Notice; provided that (i) a "Call Notice Period") by registration statement under the Securities Act providing for the Holder resale of this the Warrant written notice Stock and the Common Stock issuable upon conversion of the Issuer’s Series A Preferred Stock issued pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement Stock Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer any exchange on which it is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)then listed; provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock and the Common Stock issuable upon conversion of the Issuer’s Series A Preferred Stock issued pursuant to the Stock Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A1) $.10 0.10 per Called Warrant Share and (B2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one hundred eighty (1180) year days following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's subordinated convertible promissory notes issued pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $.75 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice PeriodCALL NOTICE PERIOD") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call NoticeCALL NOTICE"); providedPROVIDED, that THAT (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); providedPROVIDED, furtherFURTHER, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination DateEARLY TERMINATION DATE"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant SharesCALLED WARRANT SHARES") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective date Original Issue Date call up to fifty percent (50%) of a registration statement under this Warrant, and commencing two (2) years following the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, Original Issue Date may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that that, in connection with any call by the Issuer under this Section 7, (aA) the Per Share Market Value of the Common Stock has been greater than $3.60 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period"); (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series D Preferred Stock issued pursuant to the Purchase Agreement (the "Registration Statement Statement") is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading) and (cD) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .01 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Subject to the provisions of Section 3.3.11 and 3.3.12 if, after the Issuance Date, (i) the VWAP for each of 30 consecutive Trading Days (the “Measurement Period”, which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $4.32 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of the Warrant Shares for which an Election to Purchase has not yet been delivered (the “Unexercised Portion”) for consideration equal to $0.001 per Warrant Share (such right, a “Call”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating therein the number of Warrant Shares in the Unexercised Portion to which such notice applies (the “Called Portion”). If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then the Called Portion will be cancelled at 5:00 p.m. (New York City time) on the twentieth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any Unexercised Portion other than a Called Portion will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Elections to Purchases with respect to Warrant Shares subject to a Call Notice that are tendered through 5:00 p.m. (New York City time) on the Call Date. The parties agree that any Election to Purchase delivered following a Call Notice which calls less than all the Warrants shall first reduce to zero the Called Portion prior to reducing the then remaining Unexercised Portion. For example, if (A) a Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 5:00 p.m. (New York City time) on the Call Date the Holder tenders an Election to Purchase in respect of 50 Warrant Shares, then (x) on the Call Date the right under such Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under such Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Expiration Date, exercise such Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 3.3.12, the Company may deliver subsequent Call Notices for any then Unexercised Portion. Notwithstanding anything herein to the contrarycontrary set forth in this Warrant Agreement, commencing one the Company may not deliver a Call Notice or require the cancellation of the Warrants (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) year following the Company shall have honored in accordance with the terms of this Warrant Agreement all Elections to Purchase delivered by 5:00 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective date of a registration statement under as to all Warrant Shares and the Securities Act providing prospectus thereunder available for use by the Company for the resale sale of all such Warrant Shares to each Holder, and (3) the Warrant Common Stock shall be listed or quoted for trading on the Trading Market, and the (4) there is a sufficient number of authorized shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) for issuance of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called all Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 per Called Warrant Share and (B5) a new Warrant representing the number issuance of the shares of Warrant Stock, if any, which shall not have been subject cause a breach of any provision of Section 3.3.12 herein. The Company’s right to call the Call Notice upon Warrants shall be exercised ratably among all of the Holder's tendering to Holders based on the Issuer the applicable Warrant certificatethen outstanding Warrants.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty hundred percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the IssuerCompany, at its sole option, may call up to one hundred percent (100%) of this Warrant by providing the Holder of this Warrant written notice pursuant to Section 6(j) (the “Call Notice”) if the average of the Per Share Market Value of the Common Stock has been equal to or greater than one three hundred fifty percent (150350%) percent of the Warrant Exercise Price (as may be adjusted for any stock splits or combinations of the Common Stockpursuant Section 3(a)) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock Shares subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the 10th Trading Day after the Holder receives the Call Notice (the “Early Termination Date Date”) if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer Company shall remit to the Holder of this Warrant (A1) $.10 0.01 per Called Warrant Share and (B2) a new Warrant representing the number of shares of Warrant StockShares, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer Company the applicable Warrant certificate.. The Company may not provide a Call Notice, and any attempt to issue a Call Notice or require the cancellation of this Warrant shall be voidable, to the extent that: (U) the Company has not obtained the Stockholder Approval; (V) a Holder would be unable, pursuant to Section 2(e), to exercise the Warrant, except to the extent the Company makes reasonable provision for the issuance of a prefunded warrant (or similar instrument) with a similar Beneficial Ownership Limitation, as those specified in Section 2(e) (a “Prefunded Warrant”) in lieu of Common Stock in connection with any such exercise; (W) the Holder is in possession of any information provided by the Company to the Holder that constitutes, or reasonably might constitute, material non-public information; (X) the Company has failed to honor any attempted exercise of the Warrants as of 6:30 p.m. New York City time on the date of the Call Notice; (Y) at any time between the date of the Call Notice and Early Termination Date the Common Stock is neither listed on a securities exchange or market nor quoted on the OTC Bulletin Board or the Pink Sheets, LLC (or similar organization or agency succeeding to its functions of reporting prices); or (Z) the issuance of the Warrant Shares would cause a breach of the covenants in Sections 6(e).]14

Call. Notwithstanding anything herein to the contrary, commencing one ninety (190) year days following the effective date of a that the Securities and Exchange Commission declares the registration statement under (the Securities Act "Registration Statement") providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's convertible promissory notes issued pursuant to the Purchase Agreement (the "Registration Statement")effective, the Issuer, at its option, may call (a "Call") up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one two hundred fifty percent (150250%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (aA) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bB) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading) and (cC) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein The Corporation shall have the right, upon notice to the contraryHolder (“Call Notice”), commencing one to “call” all or any portion of this Warrant (1a “Call”) year following the effective date of a registration statement under the Securities Act providing for the resale of provided that (i) the Warrant Stock and the shares of Common Stock issuable Shares have been registered for resale pursuant to the Purchase Agreement Securities Act, and are freely tradable without restriction for at least the 30-day period preceding such notice, (ii) the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of Closing Price for the Common Stock has been greater than one hundred fifty percent at least $3.00 above the Exercise Price then in effect (150%subject to adjustment to reflect stock splits, stock dividends, recapitalizations and the like) for each trading day in the 10-trading day period immediately preceding the date of the Call Notice, and (iii) the average daily trading volume for the Common Stock has been at least 75,000 for the 20-trading day period immediately preceding the date of the Call Notice. The Call Notice shall state what portion of the Warrant Price (as may is being Called and on what date the Call shall take effect, which date shall be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of at least 30 calendar days after the Call Notice is sent to Holder (a "the “Call Notice Period") by providing the Holder Date”). The Corporation covenants to honor all exercises of this Warrant written notice pursuant to Section 13 up until 5:00pm (Eastern Time) on the "Call Notice"); providedDate, that (a) and any such exercises will be applied against the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery portion of the Warrant being Called. The Call Notice until the date which is the later of shall be void (i) if on the date the Holder exercises Call Date, the Warrant pursuant to the Call Notice and Shares are no longer freely tradable without restriction or (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to any Warrant Shares which would cause a breach of the shares conversion limitations in Section 6. After 5:01pm (Eastern Time) on the Call Date, any unexercised portion of the Warrant Stock subject being Called shall be cancelled without any consideration due to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one two (12) year years following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock issued pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call (a "Call") up to one hundred percent (100%) of this Warrant if the average of (A) the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $6.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") and (B) the dollar trading volume of the Common Stock for each of such ten (10) consecutive Trading Days exceeds $500,000, in each case, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading) and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .001 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one twenty (120) year days following the effective date of a the registration statement under the Securities Act providing for covering the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock issued pursuant to the Purchase Agreement (the "Registration Statement")Agreement, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been equal to or greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $.60 for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .01 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one hundred eighty (1180) year days following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series B Preferred Stock issued pursuant to the Purchase Agreement (the "Registration Statement")Agreement, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $3.75 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series B Preferred Stock issued pursuant to the Purchase Agreement (the “Registration Statement Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board, (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)) and (d) the average daily trading volume of the Common Stock for the ten (10) Trading Days preceding the date of the Call Notice is equal to or greater than 150,000 shares of Common Stock; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $0.56 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to upon conversion of the Purchase Agreement Notes (the "“Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%”) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the other Transaction Documents (as defined Issuer is not in the Purchase Agreement)possession of any material non-public information; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one twelve (112) year months following the effective date (the "Effective Date") of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series B Preferred Stock issued pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice") if the average of the Per Share Market Value of the Common Stock has been greater than one four hundred fifty percent (150400%) of the Warrant Conversion Price (as may be adjusted for any stock splits or combinations defined in the Certificate of the Common StockDesignation) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar daysTrading Days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board, (iii) the average trading volume of the Common Stock is greater than 40,000 shares for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice and (civ) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day Trading Day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing six (6) months and one (1) year day following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement")Original Issue Date, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”) if (a) the average Issuer enters into a merger or acquisition, in one or a series of related transactions, that results in the issuance of at least forty percent (40%) of the shares of Common Stock issued and outstanding at such time (the “Transaction Triggering Event”) and (b) (i) at any time within ninety (90) days following the Transaction Triggering Event, the Per Share Market Value of the Common Stock has been equal to or greater than one hundred fifty percent (150%) of the Warrant Price $5.25 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice or (ii) at any time following the date that is ninety (90) days following the Transaction Triggering Event, the Per Share Market Value of the Common Stock has been equal to or greater than $3.50 (as may be adjusted for any stock splits or combinations of the Common Stock) for a "Call Notice Period"period of ten (10) by providing consecutive Trading Days immediately prior to the Holder date of this Warrant written notice pursuant to Section 13 (delivery of the "Call Notice"); provided, that (ai) a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock and the Common Stock issued pursuant to the Purchase Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock and the Common Stock issued pursuant to the Purchase Agreement is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A1) $.10 .001 per Called Warrant Share and (B2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one two hundred fifty percent (150200%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one twelve (112) year months following the effective date of a the registration statement under the Securities Act providing for covering the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock issued pursuant to the Purchase Agreement (the "Registration Statement")Agreement, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been equal to or greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $1.75 for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .01 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one two (12) year years following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series B Preferred Stock issued pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call (a "Call") up to one hundred percent (100%) of this Warrant if the average of (A) the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $8.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") and (B) the dollar trading volume of the Common Stock for each of such ten (10) consecutive Trading Days exceeds $500,000, in each case, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board or Nasdaq (or other exchange or market on which the Common Stock is trading) and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .001 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant by providing the Holder written notice pursuant to Section 12 (the “Call Notice”) if the average of (A) the Per Share Market Value of the Common Stock has been is equal to or greater than one hundred fifty percent (150%) of the Warrant Price $9.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty fifteen (2015) consecutive Trading Days immediately prior to and (B) the date average daily trading volume for the Common Stock exceeds 75,000 shares for a period of delivery of the Call Notice fifteen (a "Call Notice Period"15) by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice")consecutive Trading Days; provided, that (ai) a registration statement under the Securities Act as required under the Registration Statement Rights Agreement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar dayseffect, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission Commission, or Nasdaq the OTC Bulletin Board or a registered national stock exchange where the Common Stock is traded, and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (iA) the date the Holder exercises the Warrant pursuant to the Call Notice and (iiB) the 20th day 10th Trading Day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A1) $.10 0.01 per Called Warrant Share and (B2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one hundred eighty (1180) year following days the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series B Preferred Stock issued pursuant to the Purchase Agreement (the "Registration Statement")Agreement, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $3.75 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series B Preferred Stock issued pursuant to the Purchase Agreement (the “Registration Statement Statement”) is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board, (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)) and (d) the average daily trading volume of the Common Stock for the ten (10) Trading Days preceding the date of the Call Notice is equal to or greater than 150,000 shares of Common Stock; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one hundred eighty (1180) year days following the effective date of a the registration statement under the Securities Act providing for covering the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement")Stock, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $5.63 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of any fifteen (15) Trading Days during the twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the American Stock Exchange and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Advisory Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .01 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective Original Issue Date call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than $1.60 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a “Call Notice Period”) and the average daily trading volume during the Call Notice Period exceeds 250,000 shares of Common Stock; (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to upon conversion of the Purchase Agreement Notes (the "“Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%”) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the other Transaction Documents (as defined Issuer is not in the Purchase Agreement)possession of any material non-public information; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the date the Registration Statement (as defined below) is declared effective date of a registration statement under by the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement")Exchange Commission, the Issuer, at its option, Issuer may call up to one hundred percent (100%) of this Warrant if then still outstanding by providing the average Holder of this Warrant written notice pursuant to Section 13 (the “Call Notice”); provided, that, in connection with any call by the Issuer under this Section 7, (A) the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $3.00 for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "“Call Notice Period"”); (B) by a registration statement under the Securities Act providing for the Holder resale of this the (i) Warrant written notice Stock and (ii) the shares of Common Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series A Preferred Stock which are not saleable in the public securities market pursuant to Section 13 the exemption from registration under the Securities Act provided by Rule 144(k) of Regulation D, issued pursuant to the Purchase Agreement, (the "Call Notice"); provided, that (a“Registration Statement”) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading) and (cD) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Loan Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .01 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the IssuerCompany, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 11 (the "Call Notice"); provided) if at any time following the date hereof, that the closing price or last reported sale (athe "Closing Price") the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (b) trading in the Common Stock on the stock exchange or quotation system on which the Common Stock is then traded or quoted is equal to or greater than $2.50 per share for a 60 consecutive calendar day period, provided that during such 60 consecutive calendar day period, the average daily trading volume for each day is equal to or greater than 75,000 shares (the "Market Condition"), and provided further that the call option pursuant to this Section 6 shall not have been suspended by be conditioned upon there being in effect, on the date of satisfaction of the Market Condition or at any time thereafter, a valid registration statement on Form S-1 or Form S-3 promulgated under the Securities and Exchange Commission Act or Nasdaq and any successor or equivalent forms thereto (cthe "Registration Statement") covering the Issuer is in material compliance with resale of the terms and conditions of Warrant Stock (it being understood that this Warrant and will be subject to the other Transaction Documents (as defined in call option pursuant to this Section 6 on the Purchase Agreement); provided, further, date that the Registration Statement becomes effective if the Market Condition has been previously satisfied, whether or not the Market Condition is in effect from satisfied on such date, so long as the Closing Price on such date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant equal to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"or greater than $1.00). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer Company shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer Company the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one on the second (12nd) year following the effective date of a registration statement under the Securities Act providing for the resale anniversary of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement")Original Issue Date, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $______ for a period of twenty ten (2010) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) 60 consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)Warrant; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .01 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may Original Issue Date call up to one hundred twenty-five percent (10025%) of this Warrant if then still outstanding by providing the average Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that, in connection with any call by the Issuer under this Section 8, (A) the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $0.441 for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by and the Common Stock trades at least 500,000 shares per day for each of such twenty (20) consecutive Trading Days; (B) a registration statement under the Securities Act providing for the Holder resale of this the Warrant written notice pursuant to Section 13 Stock and the shares of Common Stock issuable upon conversion of the Notes (the "Call NoticeRegistration Statement"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (D) the Issuer is in material compliance with the terms and conditions of this Warrant and (E) the other Transaction Documents (as defined Issuer is not in the Purchase Agreement)possession of any material non-public information; provided, further, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .001 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one beginning twelve (112) year following months after the effective date of a the registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable issued pursuant to the Purchase Subscription Agreement (the "“Registration Statement"”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) $5.00 for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "“Call Notice Period"”) by providing the Holder of this Warrant written notice pursuant to Section 13 16 (the "“Call Notice"”); provided, that (ai) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (iii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents Subscription Agreement and (as defined iv) the Issuer is not in the Purchase Agreement)possession of material non-public information; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th 10th day after the Holder receives the Call Notice (the "“Early Termination Date"”). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "“Called Warrant Shares"”) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 0.01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 10 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 10 hereof.

Call. Notwithstanding anything (a) In the event (i) Executive’s employment with the Company and its Subsidiaries is terminated by the Company for Cause, (ii) Executive’s employment with the Company and its Subsidiaries is terminated by Executive for any reason (other than a termination of employment by Executive for Good Reason or a Put Termination), (iii) the Employment Period is terminated due to Executive’s Death or Disability or (iv) the Employment Period is terminated pursuant to a Put Termination, then (A) in the case of a Put Termination, the Subject Shares (excluding any Subject Shares in respect of which Executive has exercised his Put Option under Paragraph 10 above) (such Subject Shares being referred to herein as the “Retirement Call Option Shares”) held by Executive (or any of his transferees) shall be subject to repurchase by Parent and the Investor pursuant to the contraryterms and conditions set forth in this Paragraph 11 (the “Retirement Call Option”) and (B) in the case of any other termination of Executive’s employment described above, commencing one (1) year following the effective date 100% of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable and 100% of the shares of Series A Preferred Stock acquired by Executive pursuant to the Stock Purchase Agreement (the "Registration Statement")collectively, the Issuer, at its option, may call up “Non-Retirement Call Option Shares”) held by Executive (or any of his transferees) shall be subject to one hundred percent (100%) of this Warrant if repurchase by Parent and the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice Investor pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions set forth in this Paragraph 11 (the “Non-Retirement Call Option” and, together with the “Retirement Call Option”, the “Call Options”). For purposes hereof, “Investor” shall mean Olympus Growth Fund IV, L.P. and its affiliates. For purposes of this Warrant and Agreement, the other Transaction Documents term “Original Cost” for (as defined in 1) each share of Common Stock shall be equal to the original price per share paid therefor by Investor under the Stock Purchase Agreement); provided, further, that the Registration Statement is in effect from the date and (2) for each share of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant Series A Preferred Stock shall be equal to the Call Notice and (ii) original price per share paid therefor by Investor under the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant Stock Purchase Agreement, in each case as such amounts may from time to this Warrant with respect time be proportionately adjusted by Parent in good faith to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to reflect any stock split, stock dividend, reclassification or recapitalization affecting any such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's tendering to the Issuer the applicable Warrant certificateshares.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following on the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement")Effective Date, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $5.25 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty fifteen (2015) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar dayseffect, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the American Stock Exchange and (ciii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Advisory Agreement); provided, further, that a registration statement under the Registration Statement Securities Act providing for the resale of the Warrant Stock is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .01 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year the Issuer may at any time following the effective Original Issue Date call up to fifty percent (50%) of this Warrant, and commencing two (2) years following the Original Issue Date may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the "CALL NOTICE"); PROVIDED, THAT, in connection with any call by the Issuer under this Section 7, (A) the Per Share Market Value of the Common Stock has been greater than $2.50 for a period of ten (10) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "CALL NOTICE PERIOD"); (B) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable issued pursuant to the Purchase Agreement (the "Registration Statement"), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice PeriodREGISTRATION STATEMENT") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (bC) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading) and (cD) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); providedPROVIDED, furtherFURTHER, that the Registration Statement is in effect must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination DateEARLY TERMINATION DATE"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant SharesCALLED WARRANT SHARES") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (Ai) $.10 .01 per Called Warrant Share and (Bii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate.

Call. Notwithstanding anything herein to In the contraryevent, commencing at any time one (1) year following month after the effective date of a registration statement under hereof, the Securities Act providing for the resale closing bid price of the Warrant Stock and the shares of Common Stock issuable pursuant to the Purchase Agreement is greater than US$2.00 (the "Registration StatementStrike Price") per share for ten consecutive trading days (the "Call Period"), the IssuerCompany shall have the right to "Cal" this Warrant, at its optionin whole or in part, may call up to one hundred percent (100%) of this Warrant if thereby forcing exercise by the average of the Per Share Market Value of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Investor. The Strike Price (as may shall be adjusted for proportionately to reflect any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior adjustments due to the date payment of delivery a stock dividend, stock split, combination of the shares or any other similar event as provided herein. The Company may exercise its right to Call Notice (a "Call Notice Period") by providing the Holder of this Warrant telecopying written notice pursuant to Section 13 (the "Call Notice"); provided, that ) to the Investor within ten (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (b10) trading in days after the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery expiration of the Call Period. Once the Company has exercised its right to Call by giving written notice to the Investor it shall be deemed irrevocable. The Investor will transmit the Exercise Price to the Company for that number of Warrant Shares which are the subject to the Call Notice until within three business days after receipt of the date which is Call Notice. The Company will transmit the later of (i) the date the Holder exercises the certificates representing Warrant Shares issuable pursuant to the Call Notice and (iitogether with the certificates representing the remainder of the Warrant not Called, if any) to the 20th day Investor via express courier, by electronic transfer or otherwise within five business days after the Holder receives Exercise Price was received by the Call Notice Company (the "Early Termination Call Date"). The rights Call Notice shall set forth (i) the number of Warrant Shares being Called, and privileges granted pursuant to this Warrant with respect (ii) a calculation referencing the aggregate Exercise Price due to the shares Company. All rights of Warrant Stock subject this Warrant, including the right to exercise, shall be canceled upon the Call Notice (completion of the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder exercise of this Warrant (A) $.10 per Called upon a Call for the Warrant Share Shares that were subject to such Call. Immediately following the Call Date, the Investor shall surrender their original Warrant being called to the Company, and (B) the Company shall issue to the Investor a new Warrant representing Certificate for the Warrant Shares that remain outstanding, if any. The number of shares of Warrant StockShares issuable upon the Call of this Warrant shall be adjusted in accordance with the provisions set forth herein. Any Call pursuant to this Section shall not be deemed to affect or otherwise reduce the Investor's exercise rights set forth in this Warrant, if any, which except for the portion of the Warrant Shares being Called. The Company shall not have been subject the right to Call this Warrant if the Company exercises its redemption rights in connection with shares of Stock held by the Investor. In the event the Company fails to comply with the Call Notice upon provisions set forth herein in any manner whatsoever, it shall waive its right to perform a call in the Holder's tendering to the Issuer the applicable Warrant certificatefuture.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year at any time following the effective date of a the registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuer’s Series A Preferred Stock issued pursuant to the Purchase Agreement (the "“Registration Statement"”), the Issuer, at its option, may call (a “Call”) up to one hundred percent (100%) of this Warrant if (A) the average of the Per Share Market Value VWAP of the Common Stock has been greater than one hundred fifty percent (150%) of the Warrant Price $6.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty thirty (2030) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a KL2:2446076.2 "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (ai) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty thirty (6030) consecutive calendar days, (bii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or Nasdaq and the OTC Bulletin Board (cor other exchange or market on which the Common Stock is trading), (iii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement)) and (iv) the Issuer is not in possession of material non-public information; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i1) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.10 .01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder's Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.