Common use of Date of Conversion Clause in Contracts

Date of Conversion. Conversion Price: ------------------------------------------------------- Accrued Interest: ------------------------------------------------------- Number of Shares of Common Stock to be Issued: -------------------------- Name: ------------------------------------------------------------------- Signature: -------------------------------------------------------------- Address: ---------------------------------------------------------------- EXHIBIT B THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC.

Date of Conversion. Conversion Price: ------------------------------------------------------- ------------------------------------------------------------- Accrued Interest: ------------------------------------------------------- ------------------------------------------------------------- Number of Shares of Common Stock to be Issued: -------------------------- -------------------------------- Name: ------------------------------------------------------------------- ------------------------------------------------------------------------- Signature: -------------------------------------------------------------- -------------------------------------------------------------------- Address: ---------------------------------------------------------------- ---------------------------------------------------------------------- EXHIBIT B THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC. COMMON STOCK PURCHASE WARRANT RIGHT TO PURCHASE _______ SHARES OF COMMON STOCK EXERCISE PRICE: $0.50 PER SHARE THIS CERTIFIES THAT, for value received, _________________ (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the closing of the related Securities Purchase Agreement (the "Initial Exercise Date") entered into Peak Entertainment Holdings, Inc., a Nevada corporation (the "Company") and the Holder, as of even date, and on or prior to the close of business on the fifth year anniversary of this Warrant (the "Termination Date"), but not thereafter, to subscribe for and purchase from the Company, up to ___________ fully paid and nonassessable shares of the Company's Common Stock (the "Common Stock"), at the exercise price of $0.50 per share (the "Exercise Price"). The Exercise Price and the number of shares for which this Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Securities Purchase Agreement, the Securities Purchase Agreement shall control. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Securities Purchase Agreement.

Date of Conversion. Number of Preferred Shares to be converted: ------------- Stock certificate no(s). of Preferred Shares to be converted: ----------- The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES NO ----- ------ Please confirm the following information: Conversion Price: ------------------------------------------------------- Accrued Interest: ------------------------------------------------------- ------------------------- Number of Shares shares of Common Stock to be Issuedissued: ------------------------- Please issue the Common Stock into which the Preferred Shares are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: Issue to: ------------------------- ------------------------- Facsimile Number: ------------------------- Authorization: ------------------------- By: -------------------------- NameTitle: ------------------------------------------------------------------- Signature----------------------- Dated: -------------------------------------------------------------- AddressPRICES ATTACHED EXHIBIT II COMPUTER MOTION, INC. FORM OF EXERCISE NOTICE EXERCISE FORM COMPUTER MOTION, INC. The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of Computer Motion, Inc. covered by the within Warrant. Dated: ---------------------------------------------------------------- Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT B THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE III FORM OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Company's transfer agent] Re: COMPUTER MOTION, INC. Ladies and Gentlemen: We are counsel to Computer Motion, Inc., a Delaware corporation (the "COMPANY"), and have represented the Company in connection with that certain Debenture and Warrant Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of August __, 2002, by and among the Company and the purchasers named therein (collectively, the "PURCHASERS") pursuant to which the Company issued to the Purchasers Debentures (the "DEBENTURES") and warrants (the "WARRANTS") to purchase shares of the Company's common stock, par value $.001 per share (the "COMMON STOCK"). Pursuant to the Purchase Agreement, the Company has also entered into a Registration Rights Agreement with the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of August __, 2002, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, AS AMENDEDas amended (the "1933 ACT"). EXCEPT AS OTHERWISE SET FORTH HEREINIn connection with the Company's obligations under the Registration Rights Agreement, OR IN THE SECURITIES PURCHASE AGREEMENTon ________________, NEITHER THIS WARRANT NOR ANY 2002, the Company filed a Registration Statement on Form S-3 (File No. 333-________) (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names the Purchasers as selling stockholders thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF SUCH SHARES MAY BE SOLDEFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, PLEDGEDafter telephonic inquiry of a member of the SEC's staff, TRANSFERREDthat any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, ASSIGNEDor threatened by, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT ORthe SEC and accordingly, AN OPINION OF the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC.] By: --------------------------

Date of Conversion. Conversion Price: ------------------------------------------------------- --------------------------------------------------------------- Accrued Interest: ------------------------------------------------------- --------------------------------------------------------------- Number of Shares of Common Stock to be Issued: -------------------------- ---------------------------------- Name: ------------------------------------------------------------------- --------------------------------------------------------------------------- Signature: -------------------------------------------------------------- ---------------------------------------------------------------------- Address: ---------------------------------------------------------------- ------------------------------------------------------------------------ EXHIBIT B THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC. COMMON STOCK PURCHASE WARRANT RIGHT TO PURCHASE _______ SHARES OF COMMON STOCK EXERCISE PRICE: $0.50 PER SHARE THIS CERTIFIES THAT, for value received, _________________ (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the closing of the related Securities Purchase Agreement (the "Initial Exercise Date") entered into Peak Entertainment Holdings, Inc., a Nevada corporation (the "Company") and the Holder, as of even date, and on or prior to the close of business on the fifth year anniversary of this Warrant (the "Termination Date"), but not thereafter, to subscribe for and purchase from the Company, up to ___________ fully paid and nonassessable shares of the Company's Common Stock (the "Common Stock"), at the exercise price of $0.50 per share (the "Exercise Price"). The Exercise Price and the number of shares for which this Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Securities Purchase Agreement, the Securities Purchase Agreement shall control. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Securities Purchase Agreement.

Date of Conversion. Conversion Price: ------------------------------------------------------- --------------------------------------------------------------- Accrued Interest: ------------------------------------------------------- --------------------------------------------------------------- Number of Shares of Common Stock to be Issued: -------------------------- ---------------------------------- Name: ------------------------------------------------------------------- --------------------------------------------------------------------------- Signature: -------------------------------------------------------------- ---------------------------------------------------------------------- Address: ---------------------------------------------------------------- ------------------------------------------------------------------------ EXHIBIT B THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC.

Date of Conversion. Number of Preferred Shares to be converted: -------- Stock certificate no(s). of Preferred Shares to be converted: --------- The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES ____ NO____ Please confirm the following information: Conversion Price: ------------------------------------------------------- Accrued Interest: ------------------------------------------------------- --------------------------------------------------- Number of Shares shares of Common Stock to be Issuedissued: -------------------------- Name--------------------------------------------------- Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Date of Conversion: ------------------------------------------------------------------- Signature_________________________ Please issue the Common Stock into which the Preferred Shares are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: -------------------------------------------------------------- AddressIssue to: ---------------------------------------------------------------- --------------------------------------------------- --------------------------------------------------- Facsimile Number: --------------------------------------------------- Authorization: --------------------------------------------------- By: ------------------------------------------- Title: -------------------------------------------- Dated: EXHIBIT B THIS WARRANT AND II FORM OF EXERCISE NOTICE EXERCISE FORM ASTRATA GROUP INCORPORATED The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of Astrata Group Incorporated covered by the within Warrant. Dated: _________________ Signature __________________________ Address __________________________ __________________________ Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________ ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: _________________ Signature __________________________ Address __________________________ __________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: _________________ Signature __________________________ Address __________________________ __________________________ FOR USE BY THE SHARES ISSUABLE UPON THE EXERCISE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Transfer Agent] Attn: _____________ Re: Astrata Group Incorporated Ladies and Gentlemen: We are counsel to Astrata Group Incorporated, a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Series A Convertible Preferred Stock Purchase Agreement (the "Purchase Agreement"), dated as of October 12, 2006, by and among the Company and the purchasers named therein (collectively, the "Purchasers") pursuant to which the Company issued to the Purchasers shares of its Series A Convertible Preferred Stock, par value $0.0001 per share, (the "Preferred Shares") and warrants (the "Warrants") to purchase shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). Pursuant to the Purchase Agreement, the Company has also entered into a Registration Rights Agreement with the Purchasers (the "Registration Rights Agreement"), dated as of October 12, 2006, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants, under the Securities Act of 1933, AS AMENDEDas amended (the "1933 Act"). EXCEPT AS OTHERWISE SET FORTH HEREINIn connection with the Company's obligations under the Registration Rights Agreement, OR IN THE SECURITIES on ________________, 2006, the Company filed a Registration Statement on Form SB-2 (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names each of the present Purchasers as a selling stockholder thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: ----------------------------------- cc: [LIST NAMES OF PURCHASERS] EXHIBIT H to the SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY AGREEMENT FOR ASTRATA GROUP INCORPORATED FORM OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC.

Date of Conversion. Conversion Price: ------------------------------------------------------- Accrued Interest: ------------------------------------------------------- ------------------------------------------------------------- Number of Shares of Common Preferred Stock to be IssuedBeneficially Owned on the Conversion Date: -------------------------- Less than 5% of the outstanding Preferred Stock of VoIP, Inc. Shares To Be Delivered: ------------------------------------------------------- Signature: -------------------------------------------------------------------- Print Name: ------------------------------------------------------------------- Signature: -------------------------------------------------------------- Address: ---------------------------------------------------------------- ---------------------------------------------------------------------- Exhibit B - Pg. 15 EXHIBIT B C PARENT AND BUYER SECURITY AGREEMENT SEE EXHIBIT 10.3 TO FORM 8-K Exhibit C - Pg. 1 EXHIBIT D STOCK PURCHASE WARRANT Exhibit D- Pg. 1 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SHARES THIS WARRANT MAY NOT BE SOLD, PLEDGEDOFFERED FOR SALE, TRANSFERRED, ASSIGNED, ENCUMBERED PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, OR AN OPINION OF COUNSELCOUNSEL REASONABLY SATISFACTORY TO VOIP, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACTREQUIRED. PEAK ENTERTAINMENT HOLDINGSRight to Purchase 5,000,000 shares of Common Stock of VoIP, INC.Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. __________ Issue Date: _____, 2005

Date of Conversion. Aggregate Principal Amount to be converted: ----------------------- Debenture number(s) of Debenture to be converted: ----------------- Please confirm the following information: ------------------------- Conversion Price: ------------------------------------------------------- Accrued Interest: ------------------------------------------------------- ------------------------------------------------- Number of Shares shares of Common Stock to be Issuedissued: -------------------------- -------------------- Please issue the Common Stock into which the Debenture is being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: Issue to: --------------------------------------------------------- Facsimile Number: ------------------------------------------------- Authorization: By: ------------------------------------------------ Name: ------------------------------------------------------------------- SignatureTitle: -------------------------------------------------------------- AddressDated: ---------------------------------------------------------------- ------------------ Account Number (if electronic book entry transfer): --------------------------- Transaction Code Number (if electronic book entry transfer): ------------------ EXHIBIT B THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH UNDER THE SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PEAK ENTERTAINMENT HOLDINGSTHIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER. JANUARY __, 2005 ______ shares Warrant No. __ IGEN INTERNATIONAL, INC.. STOCK PURCHASE WARRANT Registered Owner: _____________ This certifies that, for value received, IGEN International, Inc., a Delaware corporation, the ("COMPANY") grants the following rights to the Registered Owner, or permitted assigns, of this Warrant:

Date of Conversion. Conversion PriceSignature: ------------------------------------------------------- Accrued Interest------------------------------------ Name: ------------------------------------------------------- Number of Shares of Common Stock to be Issued----------------------------------------- Signature Guarantee: -------------------------- Name: ------------------------------------------------------------------- Signature: -------------------------------------------------------------- Address: ---------------------------------------------------------------- -------------------------------------- ---------------------------------------------- Social Security No. --------------------------- *The Conversion Date shall be the third business day following the Company's receipt of the original stock certificate evidencing the Series B Preferred Stock with executed stock powers and signatures guaranteed and the Notice of Conversion or, in the case of a Mandatory Conversion, the date set forth in the Notice of Conversion. EXHIBIT B FORM OF DEBENTURE NEITHER THIS WARRANT AND DEBENTURE NOR THE SHARES COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT CONVERSION HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, AMENDED (THE "SECURITIES ACT") OR IN UNDER THE SECURITIES PURCHASE AGREEMENTLAWS OF ANY STATE OR FOREIGN COUNTRY. THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED AND MAY NOT BE OFFERED, NEITHER THIS WARRANT NOR ANY OF RESOLD, PLEDGED OR TRANSFERRED EXCEPT IF SUCH SHARES MAY BE SOLDTRANSACTION IS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR IF SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AS CONFIRMED BY AN OPINION OF COUNSELCOUNSEL TO THE COMPANY. No. D-_ US $_________ COMMODORE HOLDINGS LIMITED 11% CONVERTIBLE SUBORDINATED DEBENTURE DUE __________, IN FORM2006 FOR VALUE RECEIVED, SUBSTANCE AND SCOPECOMMODORE HOLDINGS LIMITED, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONSa Bermuda corporation (the "Company"), THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACTpromises to pay to ____________________________, the registered Holder hereof (the "Holder"), the principal sum of ____________________ on __________, 2006 (the "Maturity Date") and to pay interest on the principal sum outstanding, in arrears, at the end of each calendar quarter, beginning on March 31, 2000, at the rate of 11% per annum, accruing from the date on which the Company receives the principal amount of this Debenture in cleared funds. PEAK ENTERTAINMENT HOLDINGSInterest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Accrual of interest shall commence on the first such business day to occur after the date on which the Company receives the principal amount of this Debenture in cleared funds and continue until payment in full of the principal sum has been made in cash or this Debenture is converted as provided herein. Subject to the provisions of Section 4 below, INC.interest on this Debenture is payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Company shall pay the principal of and interest upon this Debenture, less any amounts required by law to be deducted, to the Holder of this Debenture at the address of such Holder which is the last address appearing on the Debenture Register of the Company for such Holder. The forwarding of such payment shall constitute a payment of principal and/or interest, as the case may be, hereunder and shall satisfy and discharge the liability for principal and/or interest, as the case may be, on this Debenture to the extent of the sum represented by such payment plus any amounts so deducted. This Debenture is subject to the following additional provisions:

Date of Conversion. Number of Series E Preferred Shares to be converted: ------------------------- Stock certificate no(s). of Series E Preferred Shares to be converted: -------------------------------------------- Please confirm the following information: Conversion Price: ------------------------------------------------------- Accrued Interest: ------------------------------------------------------- ------------------------------------------------------------ Number of Shares shares of Common Stock to be Issuedissued: -------------------------- Name------------------------------- Please issue and deliver the Common Stock into which the Series E Preferred Shares are being converted in the following name and to the following address: ------------------------------------------------------------------- SignatureIssue to: -------------------------------------------------------------- Address----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- Facsimile Number: ---------------------------------------------------------------- --------------------------------------------------------- Authorization: ------------------------------------------------------------ By: Title: Dated: -------------------------------------------------------------------- Continental Stock Transfer & Trust Company, as transfer agent and registrar of the Common Stock, is hereby authorized and directed to issue the above number of shares of Common Stock in the name of the above referenced entity or person and to deliver the certificates representing such shares using an overnight delivery service. DATATEC SYSTEMS, INC. By: _______________________ EXHIBIT B THIS WARRANT AND THE SHARES ISSUABLE ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR LAW OF ANY OF SUCH SHARES STATE AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACTACT AND SUCH LAWS. PEAK ENTERTAINMENT HOLDINGSTHIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT AND THE SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 30, 1998 BY AND AMONG DATATEC SYSTEMS, INC., STARK INTERNATIONAL AND SHEXXXXX INVESTMENTS INTERNATIONAL, LTD. DATATEC SYSTEMS, INC. [FORM OF COMMON STOCK PURCHASE WARRANT] No. W-[ ] April 30, 1998 Warrant to Purchase 45,000 Shares of Common Stock DATATEC SYSTEMS, INC., a Delaware corporation (the "Company"), for value received, hereby certifies that [ ] or registered assigns (the "Holder"), is entitled to purchase from the Company 45,000 duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $.001 per share, of the Company (the "Common Stock"), at a purchase price equal to $6.29 per share, at any time or from time to time prior to 5:00 P.M., New York City time, on April 30, 2001 (the "Expiration Date"), all subject to the terms, conditions and adjustments set forth below in this Warrant. This Warrant is one of the Common Stock Purchase Warrants (collectively, the "Warrants", such term to include any such warrants issued in substitution therefor) originally issued pursuant to the terms of the Securities Purchase Agreement, dated as of April 30, 1998 by and among the Company, the Holder and Stark International Shepherx Xxxestments International, Ltd. (the "Purchase Agreement"). The Warrants originally so issued evidence rights to purchase an aggregate of 90,000 shares of Common Stock subject to adjustment as provided herein. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in the Purchase Agreement.

Date of Conversion. Conversion Price: ------------------------------------------------------- Accrued Interest--------------------------------------------------------------- Shares To Be Delivered: ------------------------------------------------------- Number of Shares of Common Stock to be Issued--------------------------------------------------------- Signature: -------------------------- ---------------------------------------------------------------------- Print Name: ------------------------------------------------------------------- Signature: -------------------------------------------------------------- --------------------------------------------------------------------- Address: ---------------------------------------------------------------- ------------------------------------------------------------------------ ------------------------------------------------------------------------ EXHIBIT B C FORM OF OBLIGATION CLOSING CONVERTIBLE NOTE THIS WARRANT NOTE AND THE SHARES COMMON STOCK ISSUABLE UPON THE EXERCISE CONVERSION OF THIS WARRANT NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES PURCHASE AGREEMENT, NEITHER COMMON STOCK ISSUABLE UPON CONVERSION OF THIS WARRANT NOR ANY OF SUCH SHARES NOTE MAY NOT BE SOLD, PLEDGEDOFFERED FOR SALE, TRANSFERRED, ASSIGNED, ENCUMBERED PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES AS TO THIS NOTE UNDER SAID ACT OR, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSELCOUNSEL REASONABLY SATISFACTORY TO ADVANCED OPTICS ELECTRONICS, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONSINC., THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACTREQUIRED. PEAK ENTERTAINMENT HOLDINGS, INC.CONVERTIBLE NOTE

Date of Conversion. Conversion Price: ------------------------------------------------------- Accrued Interest--------------------------------------------------------------- Shares To Be Delivered: ------------------------------------------------------- Number of Shares of Common Stock to be Issued--------------------------------------------------------- Signature: -------------------------- ---------------------------------------------------------------------- Print Name: ------------------------------------------------------------------- Signature: -------------------------------------------------------------- --------------------------------------------------------------------- Address: ---------------------------------------------------------------- ------------------------------------------------------------------------ ------------------------------------------------------------------------ EXHIBIT B D FORM OF WARRANT THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE APPLICABLE STATE SECURITIES PURCHASE AGREEMENT, NEITHER LAWS. THIS WARRANT NOR ANY AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SHARES THIS WARRANT MAY NOT BE SOLD, PLEDGEDOFFERED FOR SALE, TRANSFERRED, ASSIGNED, ENCUMBERED PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SAID ACT OR, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSELCOUNSEL REASONABLY SATISFACTORY TO ADVANCED OPTICS ELECTRONICS, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACTREQUIRED. PEAK ENTERTAINMENT HOLDINGSRight to Purchase ________ Shares of Common Stock of Advanced Optics Electronics, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. Issue Date: September 15, 2000 ------ ADVANCED OPTICS ELECTRONICS, INC., a corporation organized under the laws of the State of Nevada (the "COMPANY"), hereby certifies that, for value received, __________________________, or assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company from and after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., New York time, through five (5) years after such date (the "EXPIRATION DATE"), up to _______ fully paid and nonassessable shares of Common Stock (as hereinafter defined), $0.001 par value per share, of the Company, at a purchase price of $____ per share (such purchase price per share as adjusted from time to time as herein provided is referred to herein as the "PURCHASE PRICE"). The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. As used herein the following terms, unless the context otherwise requires, have the following respective meanings: