Common use of Exercise Clause in Contracts

Exercise. This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuance.

Exercise. This Warrant (1) Warrants in denominations of one or whole number multiples thereof may be exercised, in whole exercised commencing at any time on or in part from time after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by conditions set forth herein (including the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address provisions set forth in Section 7(a5 hereof) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this applicable Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Certificate. A Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Company. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of record such securities as of the close of business on the Exercise Date. If more than one Warrant Certificate shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. No warrant granted herein As soon as practicable on or after the Exercise Date and in any event with ten business days after such date, the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Company shall deliver the same to the person or persons entitled thereto. (b) The Company shall be exercisable after 5:00 p.m. Eastern Standard Time on not obligated to issue any fractional share interests or fractional Warrant interests upon the second anniversary exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be rounded up to the date of issuancenext full share or Warrant, as the case may be, any fraction less than one-half shall be eliminated.

Exercise. This Warrant (a) Payment may be exercised, made either (i) in whole at any time cash or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in partCompany equal to the applicable aggregate Exercise Price, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the Company will formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. (b) Notwithstanding any provisions herein to the contrary, if (a) issue a certificate or certificates in the name Fair Market Value of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a one share of Common Stock on is greater than the ten consecutive trading days before Exercise Price (at the conversion date and (ii) such fraction of a share or calculation as set forth below), (b) issue an additional share effective registration statement filed pursuant to that certain Registration Rights Agreement entered into by the Company and Holder dated as of the date hereof, as the same may be amended, modified and/or Warrant supplemented from time to time (the “Registration Rights Agreement”), is not available for the resale of all of the shares of Common Stock. Upon Stock issuable upon exercise of this Warrant at the Warranttime a properly endorsed Exercise Notice is delivered to the Company, and (c) such Exercise Notice is delivered on or after the one-year anniversary of the Issue Date, in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue and deliver to the Holder certificates for the a number of shares of Common Stock issuable upon such exercise within ten business days after such exercise and computed using the person exercising shall be deemed following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the holder Holder Y = the number of record shares of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the second anniversary portion of this Warrant being exercised (at the date of issuance.such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)

Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, at any time or in part and from time to time, commencing on January 26, 1999 by submitting a purchase form appended hereto as Exhibit A duly executed and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, completed by the Registered Holder of this Warrant or by the surrender of this Warrant (with the subscription form Registered Holder’s duly authorized attorney, at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment principal office of the Aggregate Warrant PriceCompany, or at such other office or agency as the proportionate part thereof if this Warrant is exercised Company may designate by notice in part. Payment for Warrant Shares shall be made writing to the Registered Holder, accompanied by either (i) cash or certified or official bank cashier’s check payable to the order Company (or wire transfer of immediately available funds), in lawful money of the Company. If this Warrant is exercised United States, of the Exercise Price payable in part, the Holder is entitled to receive a new Warrant covering respect of the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth purchased upon such exercise (the proportionate part of the “Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, Exercise Price”); or (ii) if permitted by the Company will (a) issue a certificate or certificates in if the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be Shares issuable in respect to the upon exercise of the WarrantWarrant have not been registered under the Securities Act of 1933, as amended, a written notice to the Company at its option may (a) pay in cash an amount equal to that the product of (i) the daily mean average of the closing price of Registered Holder is exercising this Warrant on a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon “cashless” exercise of the Warrant, basis by authorizing the Company shall issue and deliver to the Holder certificates for the withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Warrant which when multiplied by the Fair Market Value (as defined in Section 3 hereof) of the Common Stock is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Registered Holder shall surrender this Warrant to the Company for cancellation within ten three (3) business days after such exercise of the date the final purchase form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the person exercising Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any purchase form within one (1) business day of receipt of such notice. The Registered Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which the applicable purchase form shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time (subject only to the Company’s right to object to any purchase form as described in Section 1(a) above), the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Common Stock issuable upon Warrant Shares represented by such exercise. No warrant granted herein shall be exercisable certificates. (c) Within three (3) days after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceexercise of this Warrant, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or such person as the Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any such certificate upon exercise in a name other than that of the Registered Holder. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder. (d) The Company shall use its best efforts to assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with a registered public offering, a sale of the Company or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such transaction or event in which case such exercise shall not be deemed effective until the consummation of such transaction or event.

Exercise. This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26August 18, 1999 1998 and prior to 5:00 P.M., Eastern Standard Time on January 26August 18, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(aSubsection 9(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) may pay in cash an amount equal to the product of (i) the daily mean average of the closing price Closing Price of a share of Common Stock on the ten consecutive trading days before the conversion date Conversion Date and (ii) such fraction of a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second third anniversary of the date of issuance.

Exercise. This Warrant may be exercised, in whole or in part, at any time or in part and from time to timetime during the Exercise Period. Such exercise shall be accomplished by tender to the Company of an amount equal to the Exercise Price multiplied by the number of underlying shares being purchased (the “Purchase Price”), commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001either (i) in cash, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, wire transfer or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified check or official bank check cashier’s check, payable to the order of the Company, or (ii) by a “Cashless Exercise” as set forth in Section 2(b), together with presentation and surrender to the Company of this Warrant with an executed subscription agreement in substantially the form attached hereto as Exhibit A (the “Subscription”). If Upon receipt of the foregoing, the Company will deliver to the Holder, as promptly as possible, a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Holder or the Holder’s transferee (as permitted under Section 3 below). With respect to any exercise of this Warrant, the Holder will for all purposes be deemed to have become the holder of record of the number of shares of Common Stock purchased hereunder on the date the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Date”), irrespective of the date of delivery of the certificate evidencing such shares of the Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Date. In the event this Warrant is exercised in part, the Holder is entitled to receive Company shall issue a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”) to the Holder covering the aggregate number of Warrant Shares in respect shares of Common Stock as to which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceremains exercisable.

Exercise. This Warrant may be exercised, in whole at any time or in part from time Each Junior Management Initial Investor desiring to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by exercise its Junior Management Option shall send a written commitment within three (3) business days after the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment furnishing of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable Liquidity Event Notice to the order Company and to each holder of Option-Eligible Shares (the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering "Option-Eligible Share Sellers") specifying the number of Warrant Junior Management Option-Eligible Shares in respect of which this Warrant such Junior Management Initial Investor desires to purchase (each Junior Management Initial Investor who so elects to exercise the Junior Management Option being referred to herein as an "Exercising Purchaser"). Each Junior Management Initial Investor who has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable so elected to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate exercise his or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising her Junior Management Option shall be deemed to be the holder have waived all of record his or her rights with respect to such Junior Management Option, and his or her Junior Management Option shall terminate upon consummation of the Common Stock issuable upon Liquidity Event. In the event that an Exercising Purchaser elects to purchase less than the total number of Junior Management Option- Eligible Shares which are subject to his or her Junior Management Option, such exercise. No warrant granted herein Junior Management Investor shall be exercisable after 5:00 p.m. Eastern Standard Time on deemed to have waived all of his or her rights with respect to the second anniversary remaining Junior Management Option-Eligible Shares, and his or her Junior Management Option shall terminate as to the remaining Junior Management Option- Eligible Shares upon consummation of the Liquidity Event. The exercise by each Exercising Purchaser shall be irrevocable except as hereinafter provided, and each such Exercising Purchaser shall be bound and obligated to acquire such amount of Junior Management Option-Eligible Shares as such Exercising Purchaser shall have specified in such Exercising Purchaser's written commitment. If at the end of the one hundred twentieth (120th) day following the date on which the Liquidity Event Notice was given the Liquidity Event has not been consummated, each Exercising Purchaser shall be released from his or her obligations under the written commitment, the Liquidity Event Notice shall be null and void, the Junior Management Options shall remain in full force and effect and it shall be necessary for a separate Liquidity Event Notice to have been furnished, and the terms and provisions of issuancethis Section 5.1 separately complied with, in order to consummate a Liquidity Event, unless the failure to consummate the Liquidity Event resulted from any failure by any Junior Management Investor to comply in any material respect with the terms of this Section 5.1.

Exercise. This Warrant (a) The Option shall be exercisable by the Optionee, or either of them, upon the first to occur of (i) termination of either of their respective employments by Optionor regardless of the reason for such termination, (ii) April 1, 1998, which is the date immediately subsequent to the date on which the Optionor's Annual Report for fiscal 1997 on Form 10-KSB is required to be filed with the Securities and Exchange Commission, (iii) the date on which Optionor's common stock is no longer listed for quotation on the NASDAQ Stock Market, or (iv) any attempt by Optionor to sell any of the Option Stock or any Subject Business to any party or entity other than Optionee. At any time as the Option is exercisable hereunder, the Optionee may be exercisedexercise the Call, in whole at any time or but not in part from time part, by giving written notice (the "Exercise Notice") to time, commencing on January 26, 1999 and the Optionor prior to 5:00 P.M.p.m., Eastern Standard Time Florida time, on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment last day of the Aggregate Warrant Price, Option Period. The Exercise Notice shall specify whether the Call is being exercised with respect to the Option Stock or the proportionate part thereof if this Warrant Subject Business. If the call is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable with respect to the order Subject Business, the Optionor and the Optionee will execute and deliver the Agreement to Sell and Purchase, a copy of which is attached hereto as Attachment A. If the Call is exercised with respect to the Option Stock, the Optionor and the Optionee will execute an agreement selling the Option Stock and containing representations and warranties customarily found in such an agreement and similar in terms and conditions to Attachment A. (b) If the Optionor attempts to sell or notifies the Optionee of the Company. If this Warrant is exercised in part, the Holder is entitled Optionor's intent to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate sell all or any part of the Aggregate Warrant Price applicable Subject Business or the Option Stock to a bona-fide third party, the Optionor shall specify in such notice all of the terms and conditions of such sale, and then, and only in such event, the following shall be applicable: (i) The Optionee shall have a period of sixty days from the receipt of such attempt or notice within which to notify the Optionor that it elects to exercise the Option; (ii) If the Optionee does not exercise the Option within such sixty day period, the Optionor shall be free to sell the Subject Business or the Option Stock to such Warrant Sharesbona-fide third party solely on the terms and conditions specified in the notice. Upon such surrender Any proposed sale or other transfer by the Optionor of this Warrantthe Subject Business or the Option Stock for any price less than that at, or on any terms and conditions other than those by which, the Company will (a) issue a certificate Optionee could have purchased the Subject Business or certificates in the name of the Holder for the largest number of whole shares of the Common Option Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions hereof shall be subject to the first right in the Optionee to purchase the Subject Business or the Option Stock at such lesser price, subject to such other terms and conditions, and Optionee shall have a period of thirty days from the receipt of such notice within which to notify the Optionor that the Optionee elects to purchase the Subject Business or the Option Stock on such other terms and conditions. To assure that the intent of these provisions will be carried out, it is expressly agreed that the Optionor will provide in any agreement or document, of any kind or nature, relating to the sale or other transfer of the Warrant. In lieu of Subject Business or the Option Stock to any fractional share of the Common Stock which would otherwise be issuable in respect bona-fide third party that such offer, agreement or other document is subject to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceprovisions hereof.

Exercise. This Warrant may (a) Vested Options shall be exercisedexercisable by Executive delivering to the Company, during the Option Period, a Notice of Option Exercise in whole at any time or in part from time to time, commencing on January 26, 1999 the form as attached hereto as Exhibit A (the “Exercise Notice”) and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (complying with the subscription form at the end hereof duly executedremaining terms and conditions herein. (b) at the address set forth in Section 7(a) hereof, together with proper The Exercise Notice shall be accompanied by full payment of the Aggregate Warrant exercise price by tender to the Company of an amount equal to the Exercise Price multiplied by the number of underlying shares of Common Stock being purchased (the “Purchase Price”), by wire transfer or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified check or official bank check cashier’s check, payable to the order of the Company. . (c) Executive’s payment for exercise of the Vested Options shall be accompanied by payment of any amount that the Company, in its sole discretion, deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes If this Warrant is exercised the Executive fails to make such payment in parta timely manner, the Holder is entitled Company may: (i) decline to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part permit exercise of the Aggregate Warrant Price applicable Vested Options or (ii) withhold and set-off against compensation and any other amounts payable to the Executive the amount of such Warrant Sharesrequired payment. Such withholding may be in the shares underlying the Vested Options at the sole discretion of the Company. (d) Upon such surrender receipt of this Warrantthe Purchase Price, together with written notice, and Executive’s compliance with the other provisions herein, the Company will (a) issue a certificate or certificates record the Executive as the beneficial owner of the applicable shares of Common Stock in the name books and records of the Holder for the largest number of whole Company. The shares of the Common Stock to which the Holder shall not be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrantcertificated. In lieu of any fractional share of the Common Stock which would otherwise be issuable in With respect to the any exercise of the WarrantVested Options, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates Executive will for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall all purposes be deemed to be have become the holder of record of the number of shares of Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time purchased hereunder on the second anniversary date a properly executed notice and payment of the Purchase Price is received by the Company (the “Exercise Date”), except that, if the date of issuancesuch receipt is a date on which the share transfer books of the Company are closed, Executive will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer books are open.

Exercise. This Warrant may be exercisedIf CSFB desires to exercise the CSFB Option, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant it shall send a written commitment no more than five (with the subscription form at the end hereof duly executed5) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such the furnishing of the Liquidity Event Notice to the Company and to each holder of Option-Eligible Shares (the "Option-Eligible Share Sellers") specifying the amount of CSFB Option-Eligible Shares which CSFB desires to purchase. If CSFB does not elect to exercise and the person exercising its CSFB Option, CSFB shall be deemed to be have waived all of its rights with respect to the holder of record CSFB Option, and the CSFB Option shall terminate upon consummation of the Common Stock issuable upon such exerciseLiquidity Event. No warrant granted herein If CSFB elects to purchase less than the total number of CSFB Option-Eligible Shares which are subject to the CSFB Option, CSFB shall be exercisable after 5:00 p.m. Eastern Standard Time deemed to have waived all of its rights with respect to the remaining CSFB Option-Eligible Shares, and the CSFB Option shall terminate as to the remaining CSFB Option-Eligible Shares upon consummation of the Liquidity Event. The exercise by CSFB shall be irrevocable except as hereinafter provided, and CSFB shall be bound and obligated to acquire such amount of CSFB Option-Eligible Shares as it shall have specified in its written commitment. If at the end of the one hundred twentieth (120th) day following the date on which the Liquidity Event Notice was given the Liquidity Event has not been consummated, CSFB shall be released from its obligations under the written commitment, the Liquidity Event Notice shall be null and void, the CSFB Option shall remain in full force and effect and it shall be necessary for a separate Liquidity Event Notice to have been furnished, and the terms and provisions of this Section 5.2 separately complied with, in order to consummate a Liquidity Event, unless the failure to consummate the Liquidity Event resulted from any failure by CSFB to comply in any material respect with the terms of this Section 5.2. CSFB shall purchase the CSFB Option-Eligible Shares from the Option-Eligible Share Sellers pro rata, on the second anniversary basis of the date number of issuanceOption-Eligible Shares beneficially owned by each Option-Eligible Share Seller.

Exercise. This Subject to the terms hereof, the Warrants, evidenced by this Warrant Certificate, may be exercised, exercised at the Exercise Price in whole or in part at any time or in part from time to time, during the period (the "Exercise Period") commencing on January 26, 1999 the date hereof and terminating on the five year anniversary of the date of grant (the "Expiration Date"). The Exercise Period may also be extended by the Company's Board of Directors. A Warrant shall be deemed to have been exercised immediately prior to 5:00 P.M., Eastern Standard Time the close of business on January 26, 2001, by the Holder date (the "Exercise Date") of the surrender to the Company at its principal offices of this Warrant Certificate with the exercise form attached hereto executed by the surrender Registered Holder and accompanied by payment to the Company, in cash, wire transfer, or by official bank or certified check, of this Warrant (with an amount equal to the subscription form at the end hereof duly executed) at the address set forth aggregate Exercise Price, in Section 7(a) hereof, together with proper payment lawful money of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order United States of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the WarrantAmerica. In lieu of any fractional share payment of the Common Stock which would otherwise be issuable Exercise Price in respect to the exercise of the Warrantcash, the Company Registered Holder shall have the right at its option may (a) pay any time and from time to time to exercise the Warrants in cash an amount full or in part by surrendering the Warrant Certificate in the manner specified above in exchange for the number of Shares equal to the product of (ia) the daily mean average number of shares to which the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or Warrants are being exercised multiplied by (b) issue an additional share a fraction, the numerator of Common Stock. Upon exercise which is the Market Price (as defined below) of the WarrantCompany's common stock less the Exercise Price and the denominator of which is such Market Price (a "Cashless Exercise"). As used herein, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising term "Market Price" at any date shall be deemed to be the average of the last reported sale prices for the last fifteen (15) trading days as officially reported by the principal securities exchange on which the Company's common stock is listed or admitted to trading during said period, or, if the Company's common stock is not listed or admitted to trading on any national securities exchange during said period, the average closing bid price of the common stock on the Nasdaq Stock Market System or reported on the NASD's OTC Bulletin Board or, if the Company's common stock is not quoted on Nasdaq or the OTC Bulletin Board, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it. The person entitled to receive the Shares issuable upon exercise of a Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the holder of record such Warrant Shares as of the Common Stock close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable upon or deliverable on the exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. No warrant granted herein Promptly, and in any event within ten business days after the Exercise Date, the Company shall cause to be exercisable after 5:00 p.m. Eastern Standard Time issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the Registered Holder thereof to any of the rights of shareholders or to any dividend declared on the second anniversary Shares unless the Registered Holder shall have exercised the Warrants and thereby purchased the Warrant Shares prior to the record date for the determination of the date holders of issuanceShares entitled to such dividend or other right.

Exercise. This The rights represented by this Warrant may be exercisedexercised by the registered holder hereof, in whole at any time or in part from time (but not as to timea fractional share of Common Stock), commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at principal office of the address set forth in Section 7(a) hereofCompany, on the intended date of the exercise, together with proper payment a duly completed form of exercise and a check for the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment purchase price for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth being purchased. As a condition to the proportionate part issuance by the Company of the Aggregate Warrant Price applicable Shares pursuant to such Warrant Shares. Upon such surrender of this Warrant, the Company will holder, if requested by the Company, shall provide a letter in which the holder (a) issue a certificate represents that the Shares are being acquired for investment and not resale and makes such other representations as may be necessary or certificates in appropriate to qualify the name issuance of the Holder for Shares as exempt from the largest number Securities Act of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole 1933 and any other applicable securities laws, and (b) deliver represents that the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions holder shall not dispose of the Warrant. In lieu of any fractional share Shares in violation of the Common Stock which would otherwise be issuable in respect Securities Act of 1933 or any other applicable securities laws. The Company reserves the right to place a legend on all stock certificates issued pursuant to the exercise of this Warrant to assure compliance with the foregoing. [Subsequent Warrant] The holder is aware that the Company is relying, and presently intends to continue relying, upon exemptions from the securities registration requirements of federal and state securities laws in the issuance of this Warrant and in the issuance of the Shares. If, when this Warrant is exercised, appropriate exemptions from registration are not available under federal and state securities laws, the Company at its option may (a) pay exercise shall not be consummated on the intended date of exercise specified in cash an amount equal the holder's written notice of exercise and no Shares shall be issued to the product of (iholder unless and until such exemptions are available. The holder agrees to execute such documents and make such representations, warranties and agreements as may be required in order to comply with the exemption(s) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, relied upon by the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder issuance of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceShares.

Exercise. (a) This Warrant may only be exercised, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, exercised by the Registered Holder of this Warrant by the surrender of this Warrant (in accordance with the subscription form at the end hereof duly executed) at the address set forth in terms of Section 7(a) hereof, together with proper payment 2.2 of the Aggregate Warrant Price, or Recapitalization Agreement. In the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to event the order of the Company. If this Warrant is exercised in part, the Registered Holder is entitled to receive Contingent Consideration, then at any time, but on only one occasion, prior to thirty days following the completion of the Audit Report (after final resolution of any disagreements therewith) (the "Termination Date"), the Registered Holder may elect to purchase up to a new Warrant covering the number of shares of Warrant Shares in respect Stock determined by dividing the amount of which Contingent Consideration by the Purchase Price. The portion of this Warrant has not been exercised and setting forth representing the proportionate part Warrant Stock, if any, in excess of the Aggregate Warrant Price applicable Stock which may be purchased pursuant to such the foregoing sentence shall terminate effective as of the date hereof and be of no further force or effect, and the unexercised portion of the portion of this Warrant Shares. Upon such surrender of which may be exercised pursuant to the foregoing sentence shall terminate at 5:00 p.m. on the Termination Date. (b) In the event the Registered Holder wishes to exercise this Warrant, the Registered Holder shall surrender this Warrant, with the Notice of Exercise appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate. In lieu of tendering payment of the Purchase Price, the Purchase Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise shall be paid by deduction of an amount equal to the Purchase Price from the Contingent Consideration payable to the Registered Holder. (c) The exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(b) above. At such time, and upon payment in full, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such certificates. (i) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within five (5) days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (aupon payment by such Registered Holder of any applicable transfer taxes) issue may direct, a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Warrant Stock to which the such Registered Holder shall be entitled if this Warrant is exercised in whole and upon such exercise. (bd) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock The Company covenants that all shares which would otherwise may be issuable in respect to issued upon the exercise of the Warrantrights represented by this Warrant will, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon upon exercise of the Warrant, the Company shall issue rights represented by this Warrant and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record payment of the Common Stock issuable upon such exercise. No warrant granted herein shall Purchase Price, be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary fully paid and non-assessable and free for all taxes, liens and charges in respect of the date issue thereof (other than taxes in respect of issuanceany transfer occurring contemporaneously or otherwise specified herein).

Exercise. This 4.1 The Purchase Rights represented by this Warrant may be exercised, are exercisable upon the terms and conditions set forth herein at the option of the Holders in whole at any time or and in part at any time and from time to timetime during the Exercise Period upon the delivery of the Notice of Exercise form attached hereto as Exhibit 1 to the Company with such notice duly executed and, commencing on January 26except as otherwise set forth herein, 1999 upon payment in cash, wire transfer or bank cashier’s check of the Exercise Price. The Purchase Rights shall be deemed to have been exercised, and prior the Holders shall be deemed to 5:00 P.M.have become a stockholder of record of the Company for the purposes of receiving dividends and for all other purposes whatsoever with respect to the shares of Common Stock so purchased, Eastern Standard Time on January 26, 2001, as of the date of delivery of such properly executed Notice of Exercise accompanied by proper tender of the Holder of this Warrant by the surrender of this Warrant (with the subscription form Exercise Price at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order office of the Company. If As promptly as practicable on or after such date, and in any event within five (5) business days thereafter, the Company at its expense shall issue and deliver, or cause to be issued and delivered, to the person or persons entitled to receive the same, a certificate or certificates for the number of shares issuable upon such exercise. In the event that this Warrant is exercised in part, the Holder is entitled to receive Company at its expense shall execute and deliver a new Warrant covering of like tenor exercisable for the number of Warrant Shares in respect of shares for which this Warrant has not been exercised and setting forth may then be exercised. 4.2 Notwithstanding the proportionate part foregoing, in lieu of making the Aggregate payment contemplated in Section 4.1, the Holders may elect to receive shares of Common Stock equal to the value of this Warrant Price applicable to such Warrant Shares. Upon such (or the portion thereof being canceled) by surrender of this Warrant, Warrant at the principal office of the Company will (a) together with notice of such election, in which event the Company shall issue to the Holders a certificate or certificates in number of shares of Common Stock computed using the name following formula: Where: X = the number of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant issued to the provisions Holders. Y = the number of the shares of Common Stock purchasable under this Warrant. In lieu of any fractional share of A = the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price fair market value of a share of Common Stock on the ten consecutive trading days before date of determination. B = the conversion per share Exercise Price (as adjusted to the date and (ii) of such fraction calculation). For purposes of this Section, the fair market value of a share or of Common Stock shall mean either of the following: (bi) issue an additional If the Common Stock is publicly traded, the per share fair market value of a share of Common Stock. Upon exercise Stock shall be the average of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record closing prices of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time as quoted on the second anniversary of Over-the-Counter Bulletin Board, or the principal exchange on which the Common Stock is listed, in each case for the fifteen (15) trading days ending five (5) trading days prior to the date of issuancedetermination of fair market value; or (ii) If the Common Stock is not so publicly traded, the per share fair market value of a share of Common Stock shall be such fair market value as is determined in good faith by the Board of Directors of the Company after taking into consideration factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm’s length.

Exercise. This Warrant The Option Holder (or in the case of the death of the Option Holder, the designated legal representative or heir of the Option Holder) may exercise the NQSOs during the Exercise Period by giving written notice to the [Corporate Secretary of the Corporation] in the form required by the Committee (“Exercise Notice”). The Exercise Notice must specify the number of Shares to be purchased, which shall be at least 100 unless fewer shares remain unexercised. The exercise date is the date the Exercise Notice is received by the Corporation. The Exercise Period commences on the Vesting Date and expires at 5:00 p.m., Pacific time, on the date ten (10) years after the Grant Date, such later time and date being hereinafter referred to as the “Expiration Date,” subject to earlier expiration in the event of a termination of Service as provided in Section 6. Any NQSOs not exercised as of the close of business on the last day of the Exercise Period shall be cancelled without consideration at that time. The Exercise Notice shall be accompanied by payment in full of the Exercise Price for the Shares being purchased. Payment shall be made: (a) in cash, which may be exercisedin the form of a check, in whole at any time money order, cashier's check or in part from time to timecertified check, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in partCorporation, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue by delivering Shares of the Corporation already owned by the Option Holder having a Fair Market Value on the exercise date equal to the aggregate Exercise Price to be paid, [or (c) by instructing the Corporation to withhold Shares otherwise issuable upon the exercise having an additional share of Common Stockaggregate Fair Market Value on the exercise date equal to the aggregate Exercise Price to be paid,] or (d) by a combination thereof. Upon Payment for the Shares being purchased upon exercise of the Warrant, the Company shall issue and deliver Option may also be made by delivering a properly executed Exercise Notice to the Holder certificates for Corporation, together with a copy of irrevocable instructions to a broker to deliver promptly to the Common Stock issuable upon such exercise within ten business days after such exercise Corporation the amount of sale or loan proceeds to pay the aggregate Exercise Price and applicable tax withholding amounts (if any), in which event the person exercising Shares acquired shall be deemed delivered to be the holder broker promptly following receipt of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuancepayment.

Exercise. This (a) To exercise this Warrant, the Holder must deliver a duly completed Exercise Note in the form of Exhibit A hereto, and payment therefor to the Company. Promptly upon exercise of this Warrant, the Holder must deliver the original Warrant to the Company. Payment may be exercised, made either (i) in whole at any time cash or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in partCompany equal to the applicable aggregate Exercise Price, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the Company will formula set forth in subsection (ab) issue below, or (iii) by a certificate or certificates combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the name total number of shares of Common Stock issuable to the Holder for per the largest number terms of whole shares of the Common Stock to which this Warrant) and the Holder shall thereupon be entitled if this Warrant is exercised in whole to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant Notwithstanding any provisions herein to the provisions contrary, if the Fair Market Value of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a one share of Common Stock on is greater than the ten consecutive trading days before Exercise Price (at the conversion date and of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (iias determined below) such fraction of a share this Warrant (or (bthe portion thereof being exercised) issue an additional share by surrender of Common Stock. Upon exercise this Warrant at the principal office of the Warrant, Company together with the properly endorsed Exercise Notice selecting this Section 2.2(b) method in which event the Company shall issue and deliver to the Holder certificates for the a number of shares of Common Stock issuable upon such exercise within ten business days after such exercise and computed using the person exercising shall be deemed following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the holder Holder Y = the number of record shares of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the second anniversary portion of this Warrant being exercised (at the date of issuance.such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)

Exercise. This Warrant may be exercised, in whole or in part, at any time or in part and from time to timetime during the Exercise Period. Such exercise shall be accomplished by tender to the Company of an amount equal to the Exercise Price multiplied by the number of underlying shares being purchased (the “Purchase Price”), commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001either (a) in cash, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, wire transfer or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified check or official bank check cashier’s check, payable to the order of the Company, or (b) by surrendering such number of shares of Common Stock received upon exercise of this Warrant with an aggregate Fair Market Value (as defined below) equal to the Purchase Price (as described in the following paragraph, a “Cashless Exercise”), together with presentation and surrender to the Company of this Warrant with an executed subscription agreement in substantially the form attached hereto as Exhibit A (the “Subscription”). If Upon receipt of the foregoing, the Company will deliver to the Holders, as promptly as possible, a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Holders or its transferee (as permitted under Section 3 below). With respect to any exercise of this Warrant, the Holders will for all purposes be deemed to have become the holder of record of the number of shares of Common Stock purchased hereunder on the date the Subscription has been properly executed and delivered to the Company and payment of the Purchase Price has been received by the Company (the “Exercise Date”), irrespective of the date of delivery of the certificate evidencing such shares of the Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holders will be entitled to receive cash equal to the current Fair Market Value (as defined below) of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Date. In the event this Warrant is exercised in part, the Holder is entitled to receive Company shall issue a new Warrant to the Holders covering the aggregate number of Warrant Shares in respect shares of Common Stock as to which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be remains exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuancefor.

Exercise. This Payment of the Warrant Price may be exercised, in whole made at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the option of the Holder of this Warrant by the surrender of this Warrant by: (with the subscription form at the end hereof duly executedi) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, (ii) wire transfer of immediately available funds to the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part account of the Aggregate Warrant Price applicable to Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such Warrant Shares. Upon such surrender exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the WarrantWarrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the ten consecutive trading American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the conversion matter to be decided. (d) If the Determination Date is the date and of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (iid) such that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or (b) issue an additional share of Common Stock. Upon exercise of more Warrants, the Warrantrights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall issue and deliver pay an amount in cash equal to the Holder certificates for the Fair Market Value per share of Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceexercise multiplied by such fraction.

Exercise. This Warrant (a) Warrants in denominations of one or whole number multiples thereof may be exercised, in whole exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, the applicable Warrant Certificate. Warrants may be exercised by their holders or redeemed by the Holder Company as follows: Exercise of this Warrant by the Warrants shall be accomplished upon surrender of this the Warrant (Certificate evidencing such Warrants, with the subscription form Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at the end hereof duly executed) at the address set forth in Section 7(a) hereofits business office, together with proper payment to the Warrant Agent of the Aggregate Warrant PriceExercise Price (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, or by certified or bank cashier's check, payable in lawful money of the proportionate part thereof if this United States of America to the order of the Warrant is exercised Agent, who shall in partturn make prompt payment to the Company. Payment for Warrant Shares No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and upon exercise thereof, the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the securities issued thereby as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by certified the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or official bank after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised in the manner described in this subsection (a), the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause payment in cash or by check made payable to the order of the Company. If this , equal to the Exercise Price of such Warrants, to be deposited promptly in the Company's bank account or paid directly to the Company, as specified by the Company. (a) The Company shall engage the Representatives as Warrant solicitation agents, and, at any time upon the valid exercise of any Warrants after one year from the date hereof, excluding any Warrant (i) exercise at a time when the Exercise Price exceeds the Market Price, (ii) held in a discretionary account or (iii) exercised in an unsolicited transaction, the Company shall instruct the Warrant Agent to, and the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representatives of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Exercise Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the Representatives an amount equal to five percent (5%) of the Exercise Price of such Warrants then being exercised unless the Representatives shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is exercised violative of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the Nasdaq or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Representatives' Warrants in partwhich event, the Holder is Warrant Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. Notwithstanding the foregoing, the Representatives shall be entitled to receive a new the commission contemplated by this Section 4(b) as Warrant covering solicitation agent only if: (i) the number of Warrant Shares Representatives have provided actual services in respect of which this Warrant has not been exercised and setting forth connection with the proportionate part solicitation of the Aggregate exercise of a Warrant Price applicable to by a Registered Holder and (ii) the Registered Holder exercising a Warrant affirmatively designates in writing on the exercise form on the reverse side of the Warrant Certificate that the exercise of such Registered Holder's Warrant Shares. Upon such surrender of this Warrant, was solicited by the Company will Representatives. (a) The Company shall not be required to issue a certificate fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or certificates more whole shares. If one or more Warrants shall be presented for exercise in full at the name of same time by the Holder for same Registered Holder, the largest number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current Market Price of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to which the Holder shall be entitled if this Warrant unlisted trading privileges on a national securities exchange, or is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warranttraded on Nasdaq, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the ten consecutive trading days before last business day prior to the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, Warrants on whichever of such exchanges or Nasdaq which had the Company shall issue and deliver to the Holder certificates highest average daily trading volume for the Common Stock issuable upon on such exercise within ten business days after such exercise and day; or (1) If the person exercising Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be deemed to be the holder average of record the last reported bid and asked prices of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time reported by the National Quotation Bureau, Inc. on the second anniversary of last business day prior to the date of issuanceexercise of the Warrants; or (1) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. This Warrant (a) Warrants in denominations of one or whole number multiples thereof may be exercised, in whole exercised commencing at any time on or in part from time after the Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and subject to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by conditions set forth herein (including the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address provisions set forth in Section 7(a) hereofSections 4 and 8 hereof and in the applicable Warrant Certificate). A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with proper payment in cash or by check made payable to the Warrant Agent for the account of the Aggregate Company, of an amount in lawful money of the United States of America equal to the Applicable Purchase Price has been received in good funds by the Warrant Price, or Agent. The person entitled to receive the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within three business days after such date, if any Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock and Class A Warrants Certificates, if applicable, deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, equal to the Holder is entitled Applicable Purchase Price, to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates be deposited promptly in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and Company's bank account. (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of At any fractional share of the Common Stock which would otherwise be issuable in respect to time upon the exercise of any Warrants after the Warrantdate hereof, the Company at its option may Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representatives or their successors or assigns of the exercise of any such Warrants and shall commencing one (a1) pay year from the date hereof, on a weekly basis (subject to collection of funds constituting the tendered Applicable Purchase Price, but in cash no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the Representatives an amount equal to the product of (i) the daily mean average 10% of the closing price Exercise Price for each Warrant being then exercised which was solicited by the Representatives or one of a the underwriters participating in this offering, unless the Representatives shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Representative's Warrants, in which event, the Warrant Agent shall have to pay such amount to the Company; provided, that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 3(b) during any week that such amounts payable are less than $ 1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates $ 1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of Common Stock on any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be rounded up to the ten consecutive trading days before the conversion date and (ii) such fraction of a next full share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, as the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising case may be, any fraction less than one-half shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceeliminated.

Exercise. This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26July 1, 1999 1998 and prior to 5:00 P.M., Eastern Standard Time on January 26June 30, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(aSubsection 9(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder 2 is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) may pay in cash an amount equal to the product of (i) the daily mean average of the closing price Closing Price of a share of Common Stock on the ten consecutive trading days before the conversion date Conversion Date and (ii) such fraction of a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second third anniversary of the date of issuance.

Exercise. This Subject to the limitations set forth in Section 3, this Warrant may be exercised, in whole exercised by the Holder hereof at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, during the Warrant Exercise Period by the Holder of this Warrant by the surrender of this Warrant to the Company at its principal office, together with (with i) the form of subscription form at the end hereof duly executedexecuted by such Holder, (ii) at such other documents, statements, subscription agreements or other items as may be reasonably requested by the address set forth Company in furtherance of its requirements pursuant to Section 7(a3 below, and (iii) hereofpayment, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect (such amount, the "EXERCISE PAYMENT"), except that the Holder may, at its option, elect to pay the Exercise Payment by canceling a portion of this Warrant that is equal to the number of shares determined by dividing the Exercise Payment by (i) the Current Market Price as of the date of exercise or (ii) if the Current Market Price cannot be determined because the Common Stock is not listed or admitted to unlisted trading on the New York Stock Exchange, another national securities exchange, or the National Market System, the Estimated Current Market Price (as hereinafter defined) (such manner of payment, a "NON-CASH EXERCISE PAYMENT"). The "ESTIMATED CURRENT MARKET PRICE" means the amount most recently determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purpose of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company). Upon request of the Holder, the Company's Board of Directors (or a representative thereof) shall promptly notify the Holder of the Estimated Current Market Price. Notwithstanding the foregoing, if the Company's Board of Directors has not made such a determination within the three-month period prior to an exercise of the Warrant in which the Holder has elected to make a Non-Cash Exercise Payment, then (A) the Estimated Current Market Price shall be the amount next determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Company's Board of Directors shall make such a determination within 15 days of a request by the Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection shall be delayed until such determination is made. In the event the Warrant is not exercised in partfull, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder is entitled to receive hereof a new Warrant covering the number or Warrants of Warrant Shares in respect of which this Warrant has not been exercised like tenor and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrantdated September 26, the Company will (a) issue a certificate or certificates 1995, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the ten consecutive trading days before face of this Warrant minus the conversion date and sum of the number of such shares (iiwithout giving effect to any adjustment therein) such fraction for which this Warrant shall have been exercised (including by way of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceNon-Cash Exercise Payment).

Exercise. This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26August 21, 1999 1998 and prior to 5:00 P.M., Eastern Standard Time on January 26December 31, 20011998, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) may pay in cash an amount equal to the product of (i) the daily mean average of the closing price Closing Price of a share of Common Stock on the ten consecutive trading days before the conversion date Conversion Date and (ii) such fraction of a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second third anniversary of the date of issuance.

Exercise. (A) This Warrant may be exercised, exercised in whole or in part at any time and from time to time from and after the date hereof until the termination of the Term (as defined in Section 3 hereof), by delivery to the Company at its principal executive offices of: (i) this Warrant, (ii) the Purchase Form attached hereto as Exhibit A duly completed and executed by the Holder or a permitted assignee, (iii) payment of the purchase price of the Warrant Shares in part accordance with Section 2 below, (iv) if the person to whom the Warrant Shares is a permitted assignee, a duly certified copy of the assignment agreement between the Holder and the permitted assignee in a form reasonably acceptable to the Company and (v) if the Holder is not already a party thereto, a shareholders agreement, in any, and such other agreements as may be reasonably requested by the Company (collectively, the “Stockholders Agreements”), as each may be amended from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder . In lieu of this Warrant by the surrender issuing fractional shares of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender Common Stock upon exercise of this Warrant, the Company shall round down to the next whole number of shares. The Warrant Shares so purchased shall be issued to the Holder as the record and beneficial owner of such Warrant Shares. (B) In addition, the Holder will (a) issue a certificate have the option to exercise this Warrant in conjunction with an Acquisition or certificates in any other event where the name Holder would have the opportunity to sell some or all of the Holder for Warrant Shares, subject to this Warrant (a “Liquidity Event”) or to require the largest number Company to redeem this Warrant immediately prior to the consummation of whole shares such Acquisition or Liquidity Event, in either case on a net exercise basis, with the gross value of this Warrant (prior to the netting out of the Common Stock exercise price) equal to the amount the Holder would have received in such Acquisition or Liquidity Event if it had exercised this Warrant immediately prior to such Acquisition or Liquidity Event and had thereby participated in such Acquisition or Liquidity Event. In connection with an Acquisition or Liquidity Event in which the Holder has the opportunity to sell less than all of the Warrant Shares, as applicable, subject to this Warrant, the option and mechanism described herein shall apply to the extent the Holder elects to participate and any remaining Warrant Shares, that the Holder does not have the opportunity to sell shall continue to be subject to this Warrant. (C) Each exercise of this Warrant shall be entitled if deemed to have been effected immediately prior to the close of business on the day on which this Warrant is exercised shall have been surrendered to the Company with the purchase price of the Warrant Shares in accordance with Section 1(A) above. At such time, the Holder and/or any permitted assign(s) in whose names any Warrant Shares shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares. As soon as practicable after the exercise of this Warrant in whole and (b) deliver the proportionate part thereof if this Warrant is exercised or in part, pursuant to the provisions of the Warrant. In lieu of and in any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrantevent within five (5) days thereafter, the Company at its option may expense will cause to be issued: (ai) pay in cash an amount the name of and delivered to the Holder or its permitted assign(s) as set forth on the Purchase Form, the number of whole Warrant Shares to which such Holder shall be entitled upon such exercise, and (ii) in case such exercise is in part only, in the name of and delivered to the Holder and/or its permitted assigns a new warrant or warrants (on the same terms and conditions as are set out herein and dated as of the date hereof) for that number of Warrant Shares equal to the product number of such Warrant Shares subject to this Warrant (iwithout giving effect to any adjustment herein) minus the daily mean average number of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and Warrant Shares purchased (iiwithout giving effect to any adjustment herein) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to by the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable and/or its permitted assigns upon such exercise. No warrant granted herein The Holder acknowledges that no fractional shares of Warrant Shares shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary issued upon exercise of the date of issuancethis Warrant.

Exercise. This Warrant (a) Warrants in denominations of one or whole number multiples thereof may be exercised, in whole exercised by the Registered Holder thereof commencing at any time on or in part from time after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address conditions set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised herein and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this applicable Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Certificate. A Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of record holder, upon exercise thereof, as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. No warrant granted herein As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an (b) The Company shall not be required to issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be exercisable after 5:00 p.m. Eastern Standard Time presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the second anniversary basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of issuanceexercise of the Warrants on whichever of such exchanges or Nasdaq had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. This The Holder may exercise this Warrant may be exercised, in whole at any time or in part from time to time, commencing time on January 26, 1999 and any business day prior to 5:00 P.M.or on the Expiration Date (as defined herein), Eastern Standard Time on January 26, 2001for the full or any lesser number of Shares of Series B Common Stock purchasable hereunder, by the Holder of surrendering this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may principal office, together with a duly executed Notice of Exercise (a) pay in substantially the form attached hereto as EXHIBIT A), and payment in cash an amount equal to the product of (i) the daily mean average or by certified or cashier's check of the closing price aggregate Exercise Price then in effect for the number of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) Shares for which this Warrant is being exercised. Promptly after such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrantexercise, the Company shall issue and deliver to the Holder a certificate or certificates for representing the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder number of record Shares of the Series B Common Stock issuable upon such exercise. No warrant granted herein Upon issuances by the Company in accordance with the terms of this Warrant, all such Shares of Series B Common Stock shall be exercisable after 5:00 p.m. Eastern Standard Time validly issued, fully paid and non-assessable, and free from all taxes, liens and encumbrances with respect to the issuance thereof, except as set forth in the Company's Articles of Incorporation (as amended and restated, the "Articles") or bylaws, any applicable restrictions on the second anniversary sale set forth therein or pursuant to federal or state securities laws and any restrictions on transfer set forth herein or in that certain Amended and Restated Investor Rights Agreement, dated as of the date of issuanceoriginal issuance of this Warrant (the "Original Issue Date"), as amended, supplemented or restated (the "Investor Rights Agreement") or in that certain Securityholders Agreement dated as of the Original Issue Date (the "Securityholders Agreement"). To the extent permitted by law, this Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided herein, even if the Company's stock transfer books are at that time closed, and the Holder shall be treated for all purposes as the holder of record of the Shares to be issued upon such exercise as of the close of business on such date. Upon any exercise of this Warrant for fewer than all Shares represented by this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants in substantially identical form for the remaining Shares covered hereby.

Exercise. This The purchase rights represented by this Warrant may be exercised, for cash, by the Holder, in whole or in part, at any time time, or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription notice of exercise form at (the end hereof "Notice of Exercise") attached hereto as Exhibit A duly executed) at the address set forth in Section 7(a) hereof, together with proper payment principal office of the Aggregate Warrant PriceCompany, or and by payment to the proportionate part thereof if this Warrant is exercised in part. Payment for Company of an amount equal to the Exer­cise Price multiplied by the number of the Warrant Shares shall being purchased, which amount may be made paid, at the election of the Holder, by wire transfer or certified or official bank check payable to the order of the Company. If The person or persons in whose name(s) any certificate(s) repre­senting Warrant Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Warrant Shares represented thereby (and such Warrant Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised in partexercised. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Holder is entitled to receive provisions of this paragraph, following the purchase of a new portion of the Warrant covering Shares hereunder, the number of Warrant Shares in respect available for purchase hereunder at any given time may be less than the amount stated on the face hereof. If at any time after the Initial Exercise Date there is no effective registration statement registering, or no current prospectus available for, the resale of which the Warrant Shares by the Holder, then this Warrant has not been may also be exercised and setting forth the proportionate part at such time by means of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates “cashless exercise” in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this to receive a certificate for the number of Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount Shares equal to the product of quotient obtained by dividing [(iA-B) (X)] by (A), where: (A) = the daily mean average of the closing price of a share of Common Stock VWAP on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of Trading Day immediately preceding the date of issuancesuch election; (B) = the Exercise Price of this Warrant, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001part, by surrendering this Warrant, along with the Holder of this Warrant purchase form appended hereto as Exhibit A duly executed and completed by the surrender of this Warrant (with Registered Holder or by the subscription form Registered Holder’s duly authorized attorney, at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment principal office of the Aggregate Warrant PriceCompany, or at such other office or agency as the proportionate part thereof if this Warrant is exercised Company may designate by notice in part. Payment for Warrant Shares shall be made writing to the Registered Holder, accompanied by either (i) cash or certified or official bank cashier’s check payable to the order Company (or wire transfer of immediately available funds), in lawful money of the Company. If this Warrant is exercised United States, of the Exercise Price payable in part, the Holder is entitled to receive a new Warrant covering respect of the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth purchased upon such exercise (the proportionate part of the “Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate Exercise Price”); or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, written notice to the Company shall issue and deliver that the Registered Holder is exercising this Warrant on a “cashless” exercise basis by authorizing the Company to the Holder certificates for the withhold from issuance a number of shares of Common Stock issuable upon such exercise within ten of the Warrant which when multiplied by the Fair Market Value (as defined below) of the Common Stock is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business days after on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in Section 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) Promptly after the date of exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any such certificate upon exercise in a name other than that of the Registered Holder and the Company shall not be required to issue or deliver certificates until the person exercising or person requesting the issuance thereof shall have paid the Company the amount of tax or shall have established to the Company that such tax has been paid. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder. (d) The Company shall use commercially reasonable efforts to assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company), at the Company’s expense. (e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with a sale of the Company or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such transaction or event in which case such exercise shall not be deemed effective until the consummation of such transaction or event. (f) The Company shall not effect any exercise of this Warrant, and the Registered Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to such issuance after exercise as set forth in the purchase form appended hereto as Exhibit A, the Registered Holder (together with the Registered Holder’s Affiliates (as defined below), and any other person or entity acting as a group together with the Registered Holder or any of the Registered Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Registered Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Registered Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other securities exercisable or exchangeable for or convertible into Common Stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, it being acknowledged by the Registered Holder that the Company is not representing to the Registered Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Registered Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 1(f) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Registered Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Registered Holder, and the submission of the purchase form appended hereto as Exhibit A shall be deemed to be the holder Registered Holder’s determination of record whether this Warrant is exercisable (in relation to other securities owned by the Registered Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(f), in determining the number of outstanding shares of Common Stock, a Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent periodic or annual report, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Registered Holder, the Company shall within three (3) business days confirm orally and in writing to the Registered Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Registered Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.9% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. By written notice to the Company, the Registered Holder may at any time and from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage specified in such exercisenotice (or specify that the Beneficial Ownership Limitation shall no longer be applicable), provided, however, that (A) any such increase (or inapplicability) shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (B) any such increase or decrease shall apply only to the Registered Holder and not to any other holder of Company Warrants (as defined below). No warrant granted herein The provisions of this paragraph shall be exercisable after 5:00 p.m. Eastern Standard Time construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. For purposes hereof, “Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 405 under the Act. With respect to a Registered Holder, any investment fund or managed account that is managed on a discretionary basis by the second anniversary same investment manager as such Registered Holder will be deemed to be an Affiliate of the date of issuancesuch Registered Holder.

Exercise. This Subject to the terms hereof: the Warrants, evidenced by this Warrant Certificate, may be exercised, exercised at the Exercise Price in whole or in part at any time or in part from time to time, during the period (the “Exercise Period”) commencing on January 26the next Business Day after the first anniversary of the Conversion Date as contemplated by Section 4 of the Conversion Agreement and terminating at the close of business on the earlier of: (i) September 1, 1999 2009; or (ii) or shall be exercised on such sooner date at the election of the Company and upon at least thirty (30) days prior written notice to the Registered Holder in the event that: (a) the M▇▇▇▇▇ M12 well indicates, by way of an independent engineering report, sustainable production, if developed, in excess of 7,500 barrels of oil per day or (b) all the warrants originally issued under that certain Note and Warrant Purchase Agreement dated as of March 3, 2006 by and among the Company and the purchasers listed therein are exercised by the holders thereof and the average closing price for the Company’s Common Stock on the American Stock Exchange or, if the Common Stock is not then listed for trading on the American Stock Exchange (“AMEX”) then the Oslo Stock Exchange, is above U.S. $2.00 (or its equivalent in NOK, and in any case adjusted for any stock dividends, stock split, its reverse split, recapitalization or reorganization) for a period of five consecutive trading days (the “Expiration Date”). The Exercise Period may also be extended by the Company’s Board of Directors. A Warrant shall be deemed to have been exercised in immediately prior to 5:00 P.M., Eastern Standard Time the close of business on January 26, 2001, by the Holder date (the “Exercise Date”) of the surrender to the Company at its principal offices of this Warrant Certificate with the exercise form attached hereto executed by the surrender Registered Holder and accompanied by payment to the Company, in cash or by official bank or certified check, of this Warrant (with an amount equal to the subscription form at the end hereof duly executed) at the address set forth aggregate Exercise Price, in Section 7(a) hereof, together with proper payment lawful money of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in partUnited States of America. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is The person entitled to receive the Shares issuable upon exercise of a new Warrant covering or Warrants (“Warrant Shares”) shall be treated for all purposes as the number holder of such Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part as of the Aggregate close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Price applicable Shares issuable or deliverable on the exercise of any Warrant or script or cash with respect thereto, but, if Company elects not to such Warrant Shares. Upon such surrender of this Warrantissue a fractional share, the Company will (a) issue pay a certificate or certificates cash adjustment in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu respect of any fractional share fraction of the Common Stock a Warrant Share which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average same fraction of the closing amount by which the market price of a share of Common Stock Share on the ten consecutive trading days before date of exercise exceeds the conversion date and (ii) Exercise Price, such fraction market price to be determined in good faith by the Board of a share or (b) issue an additional share of Common Stock. Upon exercise Directors of the WarrantCompany. If more than one Warrant shall be exercised at one time by the same Registered Holder, the Company number of full Shares which shall issue be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Promptly, and deliver to the Holder certificates for the Common Stock issuable upon such exercise in any event within ten business days after such exercise the Exercise Date, the Company shall cause to be issued and delivered to the person exercising shall be deemed or persons entitled to be receive the holder same, a certificate or certificates for the number of record of the Common Stock issuable upon Warrant Shares deliverable on such exercise. No warrant granted herein The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be exercisable after 5:00 p.m. Eastern Standard Time affected by any notice to the contrary. The Warrants shall not entitle the Registered Holder thereof to any of the rights of shareholders or to any dividend declared on the second anniversary Shares unless the Registered Holder shall have exercised the Warrants and thereby purchased the Warrant Shares prior to the record date for the determination of the date holders of issuanceShares entitled to such dividend or other right.

Exercise. This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26________ __, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26_________ __, 20012004, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second fourth anniversary of the date of issuance.

Exercise. This Warrant may be exercisedUntil the Distribution Date, the Rights are not exercisable. However, in whole at the event that any time person or in part from time group of affiliated or associated persons becomes an Acquiring Person, and subject to timethe Company's right to redeem the Rights, commencing on January 26, 1999 and prior each holder of a Right (other than an Acquiring Person) will thereafter have the right to 5:00 P.M., Eastern Standard Time on January 26, 2001, receive upon exercise a number of one one thousandths (1/1,000ths) of a share of Preferred Stock determined by dividing the Holder of this Warrant aggregate Purchase Price (subject to adjustment) by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment 50% of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares current market price of the Common Stock to which on the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions date a person becomes an Acquiring Person. Because of the Warrant. In lieu of any fractional share nature of the Common Stock which would otherwise be issuable in respect to the exercise voting, dividend, and liquidation rights of the WarrantPreferred Stock, the Company at its option may value of each one one-thousandth (a1/1,000th) pay interest in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Preferred Stock on purchasable upon exercise of each Right should approximate the ten consecutive trading days before the conversion date and (ii) such fraction value of a share or (b) issue an additional one share of Common Stock. Upon It is therefore anticipated (although there can be no assurance) that the value of the Preferred Stock purchased upon exercise of the WarrantRights will be approximately twice the exercise price paid. If the Rights are not redeemed as described below and in the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the aggregate Purchase Price of the Rights. Following the occurrence of any of the events set forth in the preceding two paragraphs, any Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will immediately become null and void. While the distribution of the Rights to holders of Common Stock will not be taxable to such holders or to the Company, stockholders may recognize taxable income upon the occurrence of subsequent events--for example, upon the Rights becoming exercisable with respect to an acquiror's stock, whether or not exercised. The Rights will expire on January 2, 2012 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, as described below. Until a Right is exercised, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record thereof, as such, will have no rights as a stockholder of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on Company, including, without limitation, the second anniversary of the date of issuanceright to vote or to receive dividends.

Exercise. This Subject to the provisions of Sections 4 and 7, the Warrants, when evidenced by a Warrant Certificate, may be exercised, exercised in whole or in part at any time or in part from time to time, during the period (the "Exercise Period") commencing on January 26_______________, 1999 2006 (the "Exercise Date") until ________________, 2008 (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent and the Registered Holders of any such extension of the Exercise Period. A Warrant shall be deemed to have been exercise immediately prior to 5:00 P.M., Eastern Standard Time the close of business on January 26, 2001, the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof thereof or his attorney duly executed) at the address set forth authorized in Section 7(a) hereofwriting and shall be delivered, together with proper payment of therefore, to the Aggregate Warrant Company at its corporate offices located at 711 S. Carson Stree▇, ▇▇▇▇▇ #▇, Carson City, NV, 89701 (the "Corporate Office"), in cash or by official bank or certified check, in an amount equal to the aggregate Exercise Price, or the proportionate part thereof if this Warrant is exercised in partlawful money. Payment for Unless Warrant Shares shall may not be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in partissued as provided herein, the Holder is person entitled to receive a new Warrant covering the number of Warrant Shares in respect deliverable on such exercise shall be treated for all purposes as the holder of which this such Warrant has not been exercised and setting forth the proportionate part Shares as of the Aggregate Warrant Price applicable to such Warrant Sharesclose of business on the Exercise Date. Upon such surrender of this WarrantIn addition, the Company will (a) issue a certificate or certificates in the name Warrant Agent shall also, at such time, verify that all of the Holder for conditions precedent to the largest number issuance of whole shares Warrant Shares set forth in Section 4 have been satisfied as of the Common Stock Exercise Date. The Company shall not be obligated to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of issue any fractional share of the Common Stock which would otherwise be interests in Warrant Shares issuable in respect to or deliverable on the exercise of the any Warrant, or scrip or cash therefor, and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the Company at its option may same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full Shares issuable on such exercise. Within thirty (a30) pay days after the Exercise Date and in cash an amount equal any event prior to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the WarrantExpiration Date, the Company Warrant Agent shall issue cause to be issued and deliver delivered to the Holder person or persons entitled to receive the same, a ertificate or certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder number of record of the Common Stock issuable upon Warrant Shares deliverable on such exercise. No warrant granted herein adjustment shall be exercisable after 5:00 p.m. Eastern Standard Time made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant. The Company may deem and treat the Registered Holders of the Warrants as he absolute owners thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the second anniversary Common Stock unless the Registered Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of Directors of the date Company for the determination of issuanceholders of Common Stock entitled to any such dividend or other rights.

Exercise. This Warrant (a) Warrants in denominations of one or whole number multiples thereof may be exercised, in whole exercised commencing at any time on or in part from time after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by conditions set forth herein (including the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address provisions set forth in Section 7(a5 hereof) hereofand in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with proper payment in cash or by check made payable to the Warrant Agent for the account of the Aggregate Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Price, or Agent. The person entitled to receive the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, if any Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, equal to the Holder is entitled Purchase Price, to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates be deposited promptly in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and Company's bank account. (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant The Company shall not be obligated to the provisions of the Warrant. In lieu of issue any fractional share of the Common Stock which would otherwise be issuable in respect to interests or fractional warrant interests upon the exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be rounded up to the next full share or Warrant, as the Company at its option case may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date be, and (ii) such any fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising less than one-half shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceeliminated.

Exercise. A. This Warrant may be exercised, in whole exercised at any time or in part from time to time, commencing on January 26, 1999 time from and prior to after the Original Issuance Date and before 5:00 P.M.p.m., Eastern Standard Time Time, on January 26the Expiration Date, 2001on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the Holder of this Warrant by the surrender of this Warrant (Company’s office, at ▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-6830, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Financial Officer, with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable an amount equal to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering (a) the number of Warrant Shares in respect shares of which this Warrant has not been exercised and setting forth Common Stock called for on the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender face of this Warrant, as adjusted in accordance with the Company will (a) issue a certificate or certificates in the name preceding paragraph of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and multiplied (b) deliver by the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions then Purchase Price. Payment of the WarrantPurchase Price must be made by payment in immediately available funds. In lieu This Warrant may be exercised for less than the full number of any fractional share shares of the Common Stock which would otherwise be issuable in respect to at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the Warrantsum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company at its option may (a) pay in cash an amount equal to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the product close of (i) business on the daily mean average date of its surrender for exercise as provided above, and the closing price of a share person entitled to receive the shares of Common Stock on issuable upon such exercise shall be treated for all purposes as the ten consecutive trading days before the conversion date and (ii) holder of such fraction shares of a share or (b) issue an additional share of Common Stock. Upon exercise record as of the Warrantclose of business on such date. Within ten (10) business days after such date, the Company shall issue and deliver to the Holder person or persons entitled to receive the same a certificate or certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder number of record full shares of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time , together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the second anniversary of the date of issuanceexercise of one full share of Common Stock. B. In lieu of exercising this Warrant for cash pursuant to Section 1. A above, the Holder may elect to satisfy the Purchase Price by exchanging the Warrant for a number of shares of Common Stock computed using the following formula (such election being referred to herein as a “Net Issue Exercise Election”):

Exercise. (a) This Warrant may be exercisedexercised by the Holder hereof (but only on the conditions hereinafter set forth) as to part or all of the Warrant Shares by surrender of this Warrant and the Notice of Exercise attached hereto as Exhibit A, duly completed and executed on behalf of the Holder, at the office of the Company, 1850 ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other address as the Company shall designate in a written notice to the Holder hereof, together with a check acceptable and payable to the Company in the amount of the Exercise Price times the number of Warrant Shares being purchased. (b) In lieu of exercising the Warrant by payment of the Exercise Price in cash pursuant to Section 4(a) above, the Holder shall have the right to require the Company to convert the Warrant, in whole or in part and at any time or in part from time times (the "Conversion Right"), into Warrant Shares, by surrender to timethe Company of this Warrant and the Notice of Exercise attached hereto, commencing on January 26duly completed and executed by the Holder to evidence the exercise of the Conversion Right. Upon exercise of the Conversion Right, 1999 and the Company shall deliver to the Holder a certificate(s) representing that number of Warrant Shares which is equal to the quotient obtained by dividing (x) the value of the number of Warrants being converted at the date the Conversion Right is exercised (determined by subtracting (A) the aggregate Exercise Price for all such Warrants immediately prior to 5:00 P.M., Eastern Standard Time the exercise of the Conversion Right from (B) the aggregate Fair Market Value (determined on January 26, 2001the basis of the Fair Market Value per share of Common Stock multiplied by that number of Warrant Shares purchasable upon exercise of such Warrants immediately prior to the exercise of the Conversion Right)), by (y) the Fair Market Value per share of Common Stock on the date of exercise of the Conversion Right. For purposes of this calculation, the Fair Market Value per share of Common Stock shall be (i) if a public market for the Company's Common Stock exists at the time of such exercise, the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sales price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in The Wall Street Journal for the five (5) trading days prior to the date of determination of Fair Market Value; or (ii) if there is no public market for the Company's Common Stock, determined by the Company's Board of Directors in good faith. Any references in this Warrant to the "exercise" of any Warrants, and the use of the term "exercise" herein, shall be deemed to include (without limitation) any exercise of the Conversion Right. (c) Upon exercise of this Warrant as aforesaid, the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on the date of exercise. As promptly as practicable on or after such date, and in any event within ten (10) days thereafter, the Company shall execute and deliver to the Holder of this Warrant by a certificate or certificates for the surrender total number of this whole Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if Shares for which this Warrant is being exercised in part. Payment for (net of any Warrant Shares shall be made by certified or official bank check payable to the order applied upon exercise of the CompanyConversion Right), in such names and denominations as are requested by such Holder. If this Warrant is shall be exercised in partwith respect to less than all of the Warrant Shares, the Company, at its expense, will issue to the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in with respect of to which this Warrant has shall not have been exercised and setting forth exercised, which new Warrant shall be identical to this Warrant except for the proportionate part number of shares remaining subject to the Aggregate Warrant Price applicable to such Warrant SharesWarrant. Upon such surrender If, upon exercise of this Warrant, the Company will (a) issue Holder would be entitled to acquire a certificate or certificates in the name fractional share of the Holder for Company's Common Stock, such fractional share shall be disregarded and the largest number of whole shares subject to this Warrant shall be rounded down to the next lower number of the Common Stock to which shares and the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, receive from the Company at its option may (a) pay in a cash an amount payment equal to the product of (i) the daily mean average of the closing price of a per share of Common Stock on the ten consecutive trading days before the conversion date and (ii) Exercise Price multiplied by such fraction rounded to the nearest penn▇. (d) The Company will pay all documentary stamp taxes attributable to the initial issuance of a share or (b) issue an additional share of Common Stock. Upon Warrant Shares upon the exercise of the this Warrant, provided that such certificates for such Warrant Shares are issued in the name of SVFII or in the name of any partner of SVFII. The Company shall not be required to pay any tax or taxes which may be payable in respect of any other transfer involved in the issue of any certificates for Warrant Shares and the Company shall not be required to issue and or deliver such certificates for Warrant Shares unless or until the person or persons requesting the issuance thereof shall have paid to the Holder certificates for Company the Common Stock issuable upon amount of such exercise within ten business days after such exercise and tax or shall have established to the person exercising shall be deemed to be the holder of record satisfaction of the Common Stock issuable upon Company that such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuancetax has been paid.

Exercise. This Warrant Each such Series B Holder that notifies the Selling Shareholder in writing within twenty (20) Business Days after the receipt of such co-sale notice (a “Co-Sale Participant”) shall have a right to participate in any sale by the Selling Shareholder of the Co-Sale Shares and sell a pro rata number of its Company Securities on the same economic terms and conditions as specified in the Offer Notice. Such Co-Sale Participant’s notice to the Selling Shareholder shall indicate the number of Company Securities the Co-Sale Participant wishes to sell pursuant to such right to participate. For purposes of this paragraph (b), the pro rata number of Company Securities each Co-Sale Participant may be exercisedelect to sell pursuant to its right of participation shall equal (on a fully-diluted, as-if converted basis) (i) the aggregate number of Ordinary Shares covered by the Offer Notice (determined on a fully-diluted, as-if converted basis) by (ii) a fraction, the numerator of which is the number of Ordinary Shares (determined on a fully-diluted, as-if converted basis) owned by the Co-Sale Participant on the date of the Offer Notice, and the denominator of which is the total number of Ordinary Shares (determined on a fully-diluted, as-if converted basis) owned by the Selling Shareholder and all of the Eligible Preferred Holders. If any Eligible Preferred Holder fails to exercise its option to sell its full pro rata share of its Company Securities pursuant to its co-sale right under this Section, the Selling Shareholder shall give written notice (a “Co-Sale Reallotment Notice”) to each Eligible Preferred Holder who has fully exercised its option to sell a pro rata portion of its Company Securities. The Co-Sale Reallotment Notice shall state the sum (determined on a fully-diluted, as-if converted basis) of all Company Securities that any Eligible Preferred Holder was entitled to sell in the exercise of its co-sale right under this Section where such Eligible Preferred Holder failed to exercise such right (or in the case where there has been a prior Co-Sale Reallotment Period, in whole at respect of which any time or in part from time Co-Sale Participating Holder has failed to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by exercise its right of reallotment) (the “Co-Sale Reallotment Shares”). (i) Each Eligible Preferred Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering Co-Sale Reallotment Notice (a “Re-Allotment Participant”) shall have a right to include such additional number of its Company Securities in any sale by the Selling Shareholder of the Co-Sale Shares, and sell such additional Company Securities on the same economic terms and conditions as specified in the Offer Notice, as is equal (on a fully-diluted, as-if converted basis) to the number of Warrant Co-Sale Reallotment Shares in respect (determined on a fully-diluted, as-if converted basis) multiplied by a fraction, the numerator of which this Warrant has not been exercised and setting forth is which is the proportionate part number of Ordinary Shares (determined on a fully-diluted, as-if converted basis) owned by the Re-Allotment Participant on the date of the Aggregate Warrant Price applicable to such Warrant SharesOffer Notice, and the denominator of which is the total number of Ordinary Shares (determined on a fully-diluted, as-if converted basis) owned by all Re- Allotment Participants. Upon such surrender of this Warrant, Such right shall be exercisable by any Re-Allotment Participant notifying the Company will and the Selling Shareholder in writing within thirty (a30) issue a certificate or certificates in days after delivery to the name Re-Allotment Participant of the Holder for Co-Sale Re-Allotment Notice (the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and “Co-Sale Re-Allotment Period”). (ii) such fraction On expiration of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrantany Co-Sale Reallotment Period, the Company shall issue a new Co-Sale Reallotment Notice to each Re-Allotment Participant that has exercised its full right of reallotment in such period, and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising Re-Allotment Participant shall be deemed to be the holder given an additional right of record reallotment under clause (i) above, unless either (x) there are no remaining Co-Sale Re-Allotment Shares or (y) no Re-Allotment Participant shall have exercised its right of the Common Stock issuable upon reallotment during such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceCo-Sale Reallotment Period.

Exercise. (a) This Warrant may be exercised, in whole exercised at any time or in part from time to time, commencing on January 26, 1999 time from and prior to after the Original Issuance Date and before 5:00 P.M.p.m., Eastern Standard Time Time, on January 26September 30, 20012017, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the Holder principal office of the Company, __________________________________________________________or such other place as the Company may designate, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant by Warrant, as adjusted in accordance with the surrender preceding paragraph of this Warrant (with without giving effect to any further adjustment herein) multiplied (b) by the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment Purchase Price. Payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant Exercise Price is exercised in part. Payment for Warrant Shares shall be made at Holder’s by payment in cash or by certified or official bank check check, payable to the order of the Company, and shall accompany the Notice of Exercise form annexed hereto. If The Warrant Exchange shall take place on the date specified in the Notice of Exercise or, if later, the date the Notice of Exchange is received by the Company (the “Exchange Date”). Certificates for shares of Common Stock issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares of Common Stock remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within ten (10) days following the Exchange Date. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby. Upon a partial exercise of this Warrant is in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised in partimmediately prior to the close of business on the date of its surrender for exercise as provided above, and the Holder is person entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on issuable upon such exercise shall be treated for all purposes as the ten consecutive trading days before the conversion date and (ii) holder of such fraction shares of a share or (b) issue an additional share of Common Stock. Upon exercise record as of the Warrantclose of business on such date. Within ten (10) business days after such date (the “Share Delivery Date”), the Company shall issue and deliver to the Holder person or persons entitled to receive the same a certificate or certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder number of record full shares of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time , together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the second anniversary of the date of issuanceexercise of one full share of Common Stock.

Exercise. This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26February 18, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26February 18, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuance.

Exercise. This Warrant The purchase rights represented by the Option may be exercisedExercised by the Grantee, in whole at any time or in part (in the case of partial exercises, the number of shares so purchased shall be allocated among the Shareholders on a pro rata basis, but not as to less than a whole share of Common Stock), at any time, and from time to time, during the period commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) date hereof, together with proper payment and continuing for ten (10) Business Days following the date that the “E” is removed from the Company’s current stock symbol “LVPTE,” (the "Option Period"), as follows; provided, however, that the Option Period shall not terminate on any date that the Company’s common stock is not quoted on the OTC Bulletin Board of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will Financial Industry Regulatory Authority : (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder The Grantee shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions Escrow Agent a written notice of its election to Exercise the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the WarrantOption (“Exercise Notice”), the Company at its option may (a) pay in cash an amount equal to the product of together with: (i) the daily mean average original Option, with the Purchase Form annexed thereto (the “Purchase Form”) completed to specify (A) the number of Option Shares for which the closing price of a share of Common Stock on Grantee is exercising the ten consecutive trading days before Option (the conversion date “Purchased Shares”), and (B) the applicable Exercise Price, and (ii) cash or a certified check or bank draft in the amount of the Aggregate Exercise Price. In order for such fraction Exercise to be effective as of a share or particular date, the Exercise Notice must be delivered by the Grantee to the Escrow Agent by 5:00 p.m., Mountain Standard Time. (b) issue The Escrow Agent shall, as soon as practicable after receipt of an additional share Exercise Notice, effectuate the proper: (i) distribution of Common Stock. Upon the Aggregate Exercise Price to the Shareholders on a pro rata basis, and (ii) release the Purchased Shares to the Grantee. (c) The Shareholders and ▇▇▇▇▇▇ acknowledge that, upon the Grantee’s exercise of the WarrantOption in an amount that is sufficient to give it a majority of the Company’s outstanding shares of common stock, the Company Grantee shall issue and deliver have the right to place its designees on the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise Company’s Board of Directors and the person exercising shall Shareholders and ▇▇▇▇▇▇ further agree to use their best efforts to facilitate the preparation of such documentation as may be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuancenecessary or advisable in this regard.

Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001part, by the Holder of surrendering this Warrant by the surrender of this Warrant (Warrant, with the subscription purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order principal office of the Company. If this Warrant is exercised , or at such other office or agency as the Company may designate, accompanied by payment in partfull, in lawful money of the Holder is entitled to receive a new Warrant covering United States, of the Purchase Price payable in respect of the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to purchased upon such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and exercise. (b) deliver The Registered Holder may, at its option, elect to pay some or all of the proportionate part thereof if Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant 2 exercisable for such number of Warrant Shares as is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of determined by dividing (i) the daily mean average total Purchase Price payable in respect of the closing price number of a share of Common Stock on the ten consecutive trading days before the conversion date and Warrant Shares being purchased upon such exercise by (ii) such fraction the excess of a share or (b) issue an additional the Fair Market Value per share of Common Stock. Upon exercise Capital Stock as of the Warranteffective date of exercise, as determined pursuant to subsection 1(d) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the Company numerator of which shall issue and deliver to be the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise Purchase Price per share and the person exercising denominator of which shall be the Fair Market Value per share of Capital Stock as of the Exercise Date. The Fair Market Value per share of Capital Stock shall be determined as follows: (i) If the Capital Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Capital Stock shall be deemed to be the holder last reported sale price per share of record Capital Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Capital Stock shall be determined pursuant to clause (ii)). (ii) If the Capital Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as of the Common Exercise Date, the Fair Market Value per share of Capital Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on deemed to be the second anniversary amount most recently determined by the Board of Directors to represent the fair market value per share of the date Capital Stock; and, upon request of issuancethe Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Capital Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Capital Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Capital Stock, (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) The Registered Holder may, at its option, when permitted by law and applicable regulations (including the rules of the Nasdaq National Market and the National Association of Securities Dealers, Inc. ("NASD")), elect to pay some or all of the Purchase Price payable upon the exercise of this Warrant through a "same day sale" commitment from the Registered Holder (and, if applicable, a broker-dealer that is a member of NASD ("NASD Dealer")), whereby the Registered Holder irrevocably elects to exercise this Warrant and to sell at least that number of Warrant Shares so purchased to pay the aggregate Purchase Price (and up to all of the Warrant Shares so purchased) and the Registered Holder (or, if applicable, the NASD Dealer) commits upon sale (or, in the case of the NASD Dealer, upon receipt) of such Warrant Shares to forward the aggregate Purchase Price directly to the Company, with any proceeds in excess of the aggregate Purchase Price being for the benefit of the Registered Holder.

Exercise. This Warrant may be exercised, in exercised by the Holder as to the whole at any time time, or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by during the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end Exercisable Term hereof duly executed) at the address set forth in Section 7(a) hereofparagraph 1 above (but not as to a fractional share of Common Stock): by completing the Subscription Form, together with proper payment a copy of which is attached hereto and made a part hereof (which written notice and subscription shall [i] state the election to exercise the Warrant and the number of shares in respect to which it is being exercised and [ii] be signed by the person so exercising the Warrant on behalf of the Aggregate Warrant PriceHolder), and delivering such Subscription Form to the Secretary of the Company; by presenting and surrendering this Warrant, duly endorsed, at the principal executive office of the Company in the city and state where then located; by delivery to the Company of an investment letter as set forth in paragraph 14(b) hereof and upon payment to the Company of the amount of the Exercise Price for shares so purchased either by (i) delivering to the Company, by check or by wire transfer, an amount equal to the Exercise Price per Share, multiplied by the number of Shares then being purchased, or (ii) by indicating in the proportionate part thereof if this Warrant is exercised in partnotice of exercise form that the Exercise Price should be paid by deducting from the number of Shares to be received by the exercising Holder that number of Shares which has an aggregate Specified Value (as defined herein) on the date of exercise equal to the aggregate Exercise Price for all Shares then being purchased (a "Net Exercise"). Payment for Warrant Shares "Specified Value" per Share at any date shall be made the fair market value of such Share as determined in good faith by certified or official bank check payable to the order Board of Directors of the Company. Thereupon this Warrant shall be deemed to have been exercised in whole or in part and the Holder exercising the same shall become a holder of record of shares of Common Stock purchased hereunder, and certificates for such shares so purchased shall be delivered to the purchaser within a reasonable time after this Warrant shall have been exercised. If this Warrant is shall be exercised in partrespect of only a part of the shares of Common Stock covered hereby, the Holder is shall be entitled to receive a new Warrant similar warrant of like tenor and date covering the number of Warrant Shares shares in respect of which this Warrant has shall not have been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Sharesexercised. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole No fractional shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceissued hereunder.

Exercise. This The Holder may exercise this Warrant may be exercised, in whole at any time and from time to time during the period from the Initial Exercise Date to the Expiration Date for all or any part of the Warrant Shares (but not for a fraction of a share) that may be purchased hereunder, as that number may be adjusted pursuant to Section 3 of this Warrant. The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, the completed and executed Form of Subscription delivered, and payment made for such Warrant Shares (such date, a “Date of Exercise”). Certificates for the Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense as soon as practicable after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the Warrant Shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver to the Holder hereof within a reasonable time a new Warrant or Warrants of like tenor for the balance of the Warrant Shares purchasable under the Warrant surrendered upon such purchase. Each stock certificate so delivered shall be registered in part the name of such Holder and issued with a legend in substantially the form of the legend placed on the front of this Warrant. Notwithstanding anything set forth herein, this Warrant shall not be exercisable with respect to the minimum number of Warrant Shares as will result in the Holder (together with its affiliates) owning, holding or beneficially owning more than 9.99% of the outstanding Common Stock (the “Ownership Limit”), and at any time, and from time to time, commencing on January 26if the Holder (together with its affiliates) owns, 1999 holds or beneficially owns a percentage less than the Ownership Limit, then this Warrant shall thereafter become exercisable, first with respect to any Warrant Shares for which this Warrant would have been exercisable but for the Ownership Limit and prior second, but in each case again, only to 5:00 P.M.the extent that, Eastern Standard Time on January 26after giving effect to such exercisability, 2001such exercisability will not result in the Holder (together with its affiliates) owning, holding or beneficially owning more than the Ownership Limit. The restrictions set forth in this paragraph do not pertain if, excluding the shares for which this Warrant is then exercisable, the Holder (together with its affiliates) owns, holds or beneficially owns outstanding Capital Stock in an amount greater than the Ownership Limit. The restrictions set forth in this paragraph may be waived by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable upon written notice to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuance.

Exercise. (a) This Warrant may be exercised, in whole or in part at any time or in part and from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Registered Holder of by surrendering this Warrant Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the surrender of this Warrant (with Registered Holder or by the subscription form Registered Holder’s duly authorized representative, at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment principal office of the Aggregate Warrant PriceCompany, or at such other office or agency as the proportionate part thereof if this Warrant is exercised Company may designate by notice in part. Payment for Warrant Shares shall be made writing to the Registered Holder, accompanied by either (i) cash or certified or official bank cashier’s check payable to the order Company (or wire transfer of immediately available funds), in lawful money of the Company. If this Warrant is exercised United States, of the Exercise Price payable in part, the Holder is entitled to receive a new Warrant covering respect of the number of Warrant Shares in respect purchased upon such exercise (the “Aggregate Exercise Price”); or (ii) a written notice to the Company that the Registered Holder is exercising this Warrant on a “cashless” exercise basis by authorizing the Company to withhold from issuance a number of shares of Preferred Stock issuable upon such exercise of the Warrant which, when multiplied by the Fair Market Value of the Preferred Stock (or Common Stock, as applicable), is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant has not shall have been exercised surrendered to the Company as provided in Section 1(a) above (the “Exercise Date”), and setting forth the proportionate part party entitled to receive the Preferred Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such Preferred Stock (or, if the Registered Holder elects to immediately convert the Warrant Shares into shares of Convertible Common Stock, the holder of record of such shares of Convertible Common Stock) as of the Aggregate Warrant Price applicable to close of business on such Warrant Shares. Upon such surrender date. (c) Within three (3) business days after the date of exercise of this Warrant, the Company Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (aupon payment by such Registered Holder of any applicable transfer taxes) issue may direct, a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock full Warrant Shares to which the Registered Holder shall be entitled if this Warrant is exercised upon such exercise plus, in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of to which the Common Stock which Registered Holder would otherwise be issuable entitled, cash in an amount determined pursuant to Section 4 hereof; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any such certificate upon exercise in a name other than that of the Registered Holder. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder. (d) The Company shall assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company, which shall be at the Company’s sole cost and expense). (e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with an IPO (as defined below), Change of Control (as defined below), or any other transaction or event, such exercise may, at the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average election of the closing price Registered Holder, be conditioned upon consummation of a share of Common Stock on the ten consecutive trading days before the conversion date such transaction or event and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon in which case such exercise within ten business days after such exercise and the person exercising shall not be deemed to be effective until the holder consummation of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuancetransaction or event.

Exercise. This Warrant may be exercised, in whole or in part, at any time or in part and from time to timetime during the Exercise Period. Such exercise shall be accomplished by tender to the Company of an amount equal to the Exercise Price multiplied by the number of underlying shares being purchased (the "Purchase Price"), commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001either (i) in cash, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, wire transfer or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified check or official bank check cashier's check, payable to the order of the Company, or (ii) by a "Cashless Exercise" as set forth in Section 2(b), together with presentation and surrender to the Company of this Warrant with an executed subscription agreement in substantially the form attached hereto as Exhibit A (the "Subscription"). If Upon receipt of the foregoing, the Company will deliver to the Holder, as promptly as possible, a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Holder or the Holder's transferee (as permitted under Section 3 below). With respect to any exercise of this Warrant, the Holder will for all purposes be deemed to have become the holder of record of the number of shares of Common Stock purchased hereunder on the date the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the "Exercise Date"), irrespective of the date of delivery of the certificate evidencing such shares of the Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Date. In the event this Warrant is exercised in part, the Holder is entitled to receive Company shall issue a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a "New Warrant") to the Holder covering the aggregate number of Warrant Shares in respect shares of Common Stock as to which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceremains exercisable.

Exercise. (a) This Warrant may be exercised, exercised by the Holder hereof -------- in whole full or in part at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, time during the exercise period specified in the first paragraph hereof until the Expiration Date by the Holder of this Warrant by the surrender of this Warrant (with and the subscription form at annexed hereto (duly executed by the end hereof duly executed) at Holder), to the address set forth Company's transfer agent and registrar for the Common Stock, and by making payment, in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, cash or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised , in part, the amount obtained by multiplying (a) the number of shares of Common Stock designated by the Holder is entitled in the subscription form by (b) the Purchase Price then in effect. On any partial exercise the Company will forthwith issue and deliver to receive or upon the order of the Holder hereof a new Warrant covering the number or Warrants of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrantlike tenor, the Company will (a) issue a certificate or certificates in the name of the Holder hereof or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, providing in the aggregate on the face or faces thereof for the largest purchase of the number of whole shares of the Common Stock to for which the Holder shall such Warrant or Warrants may still be entitled if this Warrant is exercised in whole and exercised. (b) deliver the proportionate part thereof if Notwithstanding any other provision of this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, in no event shall the Company Holder be entitled at its option may (a) pay in cash an amount equal any time to the product purchase a number of (i) the daily mean average of the closing price of a share shares of Common Stock on exercise of this Warrant in excess of that number of shares upon purchase of which the ten consecutive trading days before sum of (1) the conversion date number of shares of Common Stock beneficially owned by the Holder and all persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 13D-G thereunder, (each such person other than the Holder a "Related Person" and all such persons other than the Holder, collectively, the "Related Persons") (other than shares of Common Stock deemed beneficially owned through the ownership of the unexercised portion of this Warrant and any of the Company's Series A Preferred Stock by the Holder and all Related Persons) and (ii2) such fraction the number of a share or (b) issue an additional share shares of Common Stock issuable upon exercise of the portion of this Warrant with respect to which the determination in this sentence is being made, would result in beneficial ownership by the Holder and all Related Persons of more than 4.9% of the outstanding shares of Common Stock. Upon exercise For purposes of the Warrantimmediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the immediately preceding sentence. For purposes of the second preceding sentence, the Company shall issue be entitled to rely, and deliver shall be fully protected in relying, on any statement or representation made by the Holder to the Holder certificates Company in connection with a particular exercise of this Warrant, without any obligation on the part of the Company to make any inquiry or investigation or to examine its records or the records of any transfer agent for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceStock.

Exercise. This The Warrants granted pursuant to this Warrant Agreement may be exercised, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole or in part, upon delivery of written notice of intent to exercise (the "Exercise Notice") to the Company in the manner and at the address of the Company set forth in Section 14 hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Notice shall set forth the number of Warrants to be exercised and will contain a written acknowledgement that the Holder has read and been afforded an opportunity to ask questions of the Company's management regarding all financial and other information provided to Holder regarding the Company. In addition to exercise of the Warrants, Holder shall permit the Company to deliver to Holder all financial and other information regarding the Company it believes necessary to enable Holder to make an informed investment decision, and Holder shall make all customary investment representations (including, without limitation, regarding securities compliance) which the Company shall reasonably require. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of the Warrants granted pursuant to this Warrant (with Agreement where the subscription form at Shares subject to the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment portion of the Aggregate Warrant Price, or the proportionate part thereof if Warrants granted pursuant to this Warrant is Agreement that are surrendered have a fair market value equal to the aggregate Exercise Price. In the absence of an established public market for the Common Stock, fair market value shall be established by the Company's board of directors in a commercially reasonable manner. Upon exercise of the Warrants granted pursuant to this Warrant Agreement as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder under this Warrant Agreement a certificate or certificates for the total number of whole Shares for which the Warrants granted pursuant to this Warrant Agreement are being exercised in partsuch names and denominations as are requested by such Holder. Payment for If the Warrants granted pursuant to this Warrant Shares Agreement shall be made by certified or official bank check payable exercised with respect to the order less than all of the Company. If this Warrant is exercised in partShares, the Holder is shall be entitled to receive a new Warrant Agreement covering the number of Warrant Shares in respect of which this Warrant has Agreement shall not have been exercised exercised, which new Warrant Agreement shall in all other respects be identical to this Warrant Agreement. The Company covenants and setting forth the proportionate part agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender issuance of this Warrant, Warrant Agreement or the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu issuance of any fractional share of the Common Stock which would otherwise be issuable in respect to the Shares upon exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal Warrants granted pursuant to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuancethis Warrant Agreement.

Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001part, by the Holder of surrendering this Warrant by the surrender of this Warrant (Warrant, with the subscription purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order principal office of the Company. If this Warrant is exercised , or at such other office or agency as the Company may designate, accompanied by payment in partfull, in lawful money of the Holder is entitled to receive a new Warrant covering United States, of the Purchase Price payable in respect of the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to purchased upon such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and exercise. (b) deliver The Registered Holder may, at its option, elect to pay some or all of the proportionate part thereof if Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of determined by dividing (i) the daily mean average total Purchase Price payable in respect of the closing price number of a Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock on as of the ten consecutive trading days before effective date of exercise, as determined pursuant to subsection 1(c) below (the conversion date "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and (ii) such fraction the denominator of a share or (b) issue an additional which shall be the Fair Market Value per share of Common Stock. Upon exercise Stock as of the Warrant, the Company Exercise Date. The Fair Market Value per share of Common Stock shall issue and deliver to the Holder certificates for be determined as follows: (i) If the Common Stock issuable upon such exercise within ten business days after such exercise and is listed on a national securities exchange, the person exercising NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Common Stock issuable Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise. No exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time or warrants (dated the date hereof) of like tenor, calling in the aggregate on the second anniversary face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the date of issuancePurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. (a) This Warrant may be exercised, exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole at any time or in part from time part, upon delivery of written notice of intent to timeexercise to the Company in the manner at the address of the Company set forth below, commencing on January 26together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, 1999 at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of this Warrant where the Shares subject to the portion of this Warrant that is surrendered have a fair market value equal to the aggregate Exercise Price. In the absence of an established public market for the Common Stock, the Company's board of directors shall establish fair market value in a commercially reasonable manner. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable, and prior in any event within fifteen (15) days thereafter, execute and deliver to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by a certificate or certificates for the surrender total number of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if whole Shares for which this Warrant is being exercised in part. Payment for Warrant Shares shall be made such names and denominations as are requested by certified or official bank check payable to the order of the Companysuch Holder. If this Warrant is shall be exercised in partwith respect to fewer than all of the Shares, the Holder is shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has shall not have been exercised exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and setting forth the proportionate part agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the Aggregate issuance of this Warrant Price applicable to such Warrant Shares. Upon such surrender or the issuance of any Shares upon exercise of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and . (b) deliver the proportionate part thereof if Notwithstanding Section 3(a), in no event shall Holder be entitled to exercise this Warrant is exercised in part, pursuant to the provisions extent that after such exercise, the sum of (1) the number of shares of Common Stock beneficially owned and through Holder (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrant. In lieu ), and (2) the number of any fractional share shares of the Common Stock which would otherwise be issuable in respect to upon the exercise of the Warrant, the Company at its option may (a) pay would result in cash an amount equal to the product beneficial ownership by Holder of (i) the daily mean average more than 4.99% of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share outstanding shares of Common Stock. Upon exercise For purposes of the Warrantimmediately preceding sentence, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising beneficial ownership shall be deemed to be the holder of record determined in accordance with Section 13(d) of the Common Stock issuable upon Securities Exchange Act of 1934 (as amended), except as otherwise provided in clause (1) of such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuancesentence.

Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001part, by the Holder of surrendering this Warrant by the surrender of this Warrant (Warrant, with the subscription purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order principal office of the Company. If this Warrant is exercised , or at such other office or agency as the Company may designate, accompanied by payment in partfull, in lawful money of the Holder is entitled to receive a new Warrant covering United States, of the Purchase Price payable in respect of the number of Warrant Shares in respect of which purchased upon such exercise; PROVIDED, HOWEVER, that this Warrant has may not been be exercised unless such exercise and setting forth the proportionate part issuance of the Aggregate Warrant Price Shares pursuant thereto shall comply with all applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole federal and state securities laws. (b) deliver The Registered Holder may, at its option, elect to pay some or all of the proportionate part thereof if Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of determined by dividing (i) the daily mean average total Purchase Price payable in respect of the closing price number of a Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock on as of the ten consecutive trading days before effective date of exercise, as determined pursuant to subsection 1(c) below (the conversion date "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and (ii) such fraction the denominator of a share or (b) issue an additional which shall be the Fair Market Value per share of Common Stock. Upon exercise Stock as of the Warrant, the Company Exercise Date. The Fair Market Value per share of Common Stock shall issue and deliver to the Holder certificates for be determined as follows: (i) If the Common Stock issuable upon such exercise within ten business days after such exercise and is listed on a national securities exchange, the person exercising NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. In the event this Warrant is being exercised in connection with a merger, sale or other transaction in which consideration is payable to the holders of Common Stock, then the Fair Market Value per share of Common Stock shall be the per share value of such consideration payable to such holders, as determined in good faith by the Board of Directors. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Common Stock issuable Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise. No exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time or warrants (dated the date hereof) of like tenor, calling in the aggregate on the second anniversary face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the date of issuancePurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001part, by surrendering this Warrant, with the Holder of this Warrant purchase form appended hereto as Exhibit I duly executed by the surrender of this Warrant (with Registered Holder or by the subscription form Registered Holder's duly authorized attorney, at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order principal office of the Company. If this Warrant is exercised , or at such other office or agency as the Company may designate, accompanied by payment in partfull, in lawful money of the Holder is entitled to receive a new Warrant covering United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling all or a portion of this Warrant. If the Registered Holder wishes to exercise this Warrant by this method, the number of Warrant Shares purchasable (which shall in no event exceed the total number of Warrant Shares purchasable under this Warrant as set forth above), subject to adjustment under Section 2 of this Warrant), shall be determined as follows: X=Y[(A-B)/A]; where X=the number of Warrant Shares to be issued to the Holder. Y=the number of Warrant Shares with respect of to which this Warrant has not been is being exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender (which shall be cancelled upon exercise of this Warrant, ). A=the Company will (a) issue a certificate or certificates in the name Fair Market Value of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional one share of Common Stock. Upon exercise B=the Purchase Price of the Warrant, the Company one share of Common Stock. The Fair Market Value per share of Common Stock shall issue and deliver to the Holder certificates for be determined as follows: (i) If the Common Stock issuable upon such exercise within ten business is listed on a national securities exchange, The NASDAQ National Market, The NASDAQ SmallCap Market or another nationally recognized trading system (including, without limitation, the OTC Bulletin Board or any successor and, if the average daily trading volume for the Company's common stock for the preceding 10 days after such exercise and has been at least 100,000 shares, the person exercising Pink Sheets) as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, The NASDAQ National Market or another nationally recognized trading system as of the Exercise Date in accordance with the foregoing paragraph, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above accompanied by payment in full of the Purchase Price (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Common Stock issuable Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within five (5) Business Days thereafter (as the term "Business Day" is defined below), the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise. No exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time or warrants (dated the date hereof) of like tenor, calling in the aggregate on the second anniversary face or faces thereof for the number of the date of issuanceremaining Warrant Shares.

Exercise. This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26, 1999 ___________ and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001_______________, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(aSubsection 10(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant Exhibit 4.2 - Pg. 2 is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) may pay in cash an amount equal to the product of (i) the daily mean average of the closing price Closing Price of a share of Common Stock on the ten consecutive trading days before the conversion date Conversion Date and (ii) such fraction of a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuance_______ __, ____.

Exercise. (a) This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, exercised by the Registered Holder of by surrendering this Warrant Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the surrender of this Warrant (with Registered Holder or by the subscription form Registered Holder’s duly authorized attorney, at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment principal office of the Aggregate Warrant PriceCompany, or at such other office or agency as the proportionate part thereof if this Warrant is exercised Company may designate by notice in part. Payment for Warrant Shares shall be made writing to the Registered Holder, accompanied by either (i) cash or certified or official bank cashier’s check payable to the order Company (or wire transfer of immediately available funds), in lawful money of the Company. If this Warrant is exercised United States, of the Exercise Price payable in part, the Holder is entitled to receive a new Warrant covering respect of the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth purchased upon such exercise (the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a“AGGREGATE EXERCISE PRICE”) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, written notice to the Company shall issue and deliver that the Registered Holder is exercising this Warrant on a “cashless” exercise basis by authorizing the Company to the Holder certificates for the withhold from issuance a number of shares of Common Stock issuable upon such exercise within ten business days after of the Warrant which when multiplied by the Fair Market Value of the Common Stock is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). (b) Each exercise and the person exercising of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “EXERCISE DATE”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Common Stock issuable upon Warrant Shares represented by such exercise. No warrant granted herein shall be exercisable certificates. (c) Within ten (10) days after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceexercise of this Warrant, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any such certificate upon exercise in a name other than that of the Registered Holder. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder. If this Warrant shall be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Registered Holder to purchase the balance of the Warrant Shares purchasable hereunder. (d) The Company shall reasonably assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with a registered public offering, a sale of the Company or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such transaction or event in which case such exercise shall not be deemed effective until the consummation of such transaction or event.

Exercise. (a) This Warrant may be exercised, exercised by the Holder hereof in whole full or in part at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, time during the exercise period specified in the first paragraph hereof until the Expiration Date by the Holder of this Warrant by the surrender of this Warrant (with and the subscription form at the end hereof annexed hereto (duly executed) by such Holder, to the Company at the address set forth its principal office, accompanied by payment, in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, cash or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised Company in part, the amount obtained by multiplying (a) the number of shares of Common Stock designated by the Holder is entitled in the subscription form by (b) the Purchase Price then in effect. On any partial exercise the Company will forthwith issue and deliver to receive or upon the order of the Holder hereof a new Warrant covering the number or Warrants of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrantlike tenor, the Company will (a) issue a certificate or certificates in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, providing in the aggregate on the face or faces thereof for the largest purchase of the number of whole shares of the Common Stock to for which the Holder shall such Warrant or Warrants may still be entitled if this Warrant is exercised in whole and exercised. (b) deliver the proportionate part thereof if Notwithstanding any other provision of this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company in no event shall GFL Advantage Fund Limited ("GFL") be entitled at its option may (a) pay in cash an amount equal any time to the product purchase a number of (i) the daily mean average of the closing price of a share shares of Common Stock on exercise of this Warrant in excess of that number of shares upon purchase of which the ten consecutive trading days before sum of (1) the conversion date number of shares of Common Stock beneficially owned by GFL and any person whose beneficial ownership of shares of Common Stock would be aggregated with GFL's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 13D-G thereunder, (each a "GFL Person" and collectively, the "GFL Persons") (other than shares of Common Stock deemed beneficially owned through the ownership of the unexercised portion of this Warrant, unconverted shares of Series G Convertible Preferred Stock, $.01 par value, of the Company beneficially owned by all GFL Persons and other rights to acquire shares of Common Stock which contain limitations similar to this Section 1.1(b)) and (ii2) such fraction the number of a share or (b) issue an additional share shares of Common Stock issuable upon exercise of the portion of this Warrant with respect to which the determination in this sentence is being made, would result in beneficial ownership by any GFL Person of more than 4.9% of the outstanding shares of Common Stock. Upon exercise For purposes of the Warrantimmediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the immediately preceding sentence. For purposes of the second preceding sentence, the Company shall issue be entitled to rely, and deliver shall be fully protected in relying, on any statement or representation made by Genesee to the Holder certificates Company in connection with a particular exercise of this Warrant, without any obligation on the part of the Company to make any inquiry or investigation or to examine its records or the records of any transfer agent for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceStock.

Exercise. This Warrant 4.01 During the period that the Option is exercisable, it may be exercised, exercised in whole at any time full or in part from time to timeby Grantee or, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001in the event or Grantee’s death, by the Holder person or persons to whom the Option was transferred by will or the laws of this Warrant decent and distribution, by delivering or mailing written notice of the surrender exercise to the Secretary of this Warrant (with Syntroleum. The written notice shall be signed by each person entitled to exercise the subscription form at the end hereof duly executed) at Option and shall specify the address set forth in Section 7(a) hereof, together with proper payment and Social Security number of each such person. If any person other than Grantee purports to be entitled to exercise all or any portion of the Aggregate Warrant PriceOption, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares written notice shall be made accompanied by certified or official bank check payable proof, satisfactory to the order Syntroleum, of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant that entitlement. 4.02 Subject to the provisions of Section 4.04 and 4.05, the Warrant. written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (i) in cash, (ii) in shares of Common Stock evidenced by certificates either endorsed or with stock powers attached transferring ownership to Syntroleum, with the aggregate Fair Market Value (as defined in the Plan) equal to said exercise price on the date the written notice is received by the Secretary, or (iii) in any combination of cash and such shares. 4.03 Notwithstanding the provisions of Section 4.02, shares acquired through the exercise of an ISO granted under the Plan may be used as payment at exercise under this Agreement only if such shares have been held for at least 12 months following such acquisition. 4.04 In lieu of any fractional share payment of the exercise price by way of delivery of certificate(s) evidencing shares of Common Stock, Grantee may furnish a notarized statement reciting the number of shares being purchased under the Option and the number of Syntroleum shares owned by Grantee which may be freely delivered as payment of all or a portion of the exercise price, all pursuant to rules adopted by and subject to the consent of the Committee. Subject to the consent of the Committee, Grantee will be issued a certificate for new shares of Common Stock representing the number of shares as to which would otherwise be issuable the Option is exercised, less the number of shares described in respect the notarized statement as constituting payment under the Option. 4.05 In the event Grantee pays the Option exercise price by delivery of a notarized statement of ownership or by surrendering his right to exercise a portion of the Option as described in Sections 4.04 and 4.05, the number of shares remaining subject to the Option shall be reduced not only by the number of new shares issued upon exercise of the Warrant, Option but also by the Company at its option may (a) pay in cash an amount equal number of previously owned shares listed on the notarized statement of ownership and deemed to the product of (i) the daily mean average be surrendered as payment of the closing exercise price or, as applicable, by the number of a share shares in connection with which Grantee has surrendered his right to exercise the Option. 4.06 The written notice of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise will be effective and the person exercising Option shall be deemed exercised to be the holder of record extent specified in the notice on the date that the written notice (together with required payment of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on exercise price) is received by the second anniversary Secretary of the date of issuanceSyntroleum at its executive offices during regular business hours.

Exercise. This Warrant may be exercised, in whole at any time or in part from time Each Junior Management Investor desiring to time, commencing on January 26, 1999 exercise its Junior Management Option shall send a written commitment within three (3) Business Days after the furnishing of the Liquidity Event Notice to the Company and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by each holder of Option-Eligible Shares (for the Holder purposes of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part5.1.2, the Holder is entitled to receive a new Warrant covering "Option-Eligible Share Sellers") specifying the number of Warrant Junior Management Option-Eligible Shares in respect of which this Warrant such Junior Management Investor desires to purchase (each Junior Management Investor who so elects to exercise the Junior Management Option being referred to herein as an "Exercising Purchaser"). Each Junior Management Investor who has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable so elected to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate exercise his or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising her Junior Management Option shall be deemed to be the holder have waived all of record his or her rights with respect to such Junior Management Option, and his or her Junior Management Option shall terminate upon consummation of the Common Stock issuable upon Liquidity Event. In the event that an Exercising Purchaser elects to purchase less than the total number of J unior Management Option-Eligible Shares which are subject to his or her Junior Management Option, such exercise. No warrant granted herein Junior Management Investor shall be exercisable after 5:00 p.m. Eastern Standard Time on deemed to have waived all of his or her rights with respect to the second anniversary remaining Junior Management Option-Eligible Shares, and his or her Junior Management Option shall terminate as to the remaining Junior Management Option-Eligible Shares upon consummation of the Liquidity Event. The exercise by each Exercising Purchaser shall be irrevocable except as hereinafter provided, and each such Exercising Purchaser shall be bound and obligated to acquire such amount of Junior Management Option-Eligible Shares as such Exercising Purchaser shall have specified in such Exercising Purchaser's written commitment. If at the end of the one hundred twentieth (120th) calendar day following the date on which the Liquidity Event Notice was given the Liquidity Event has not been consummated, each Exercising Purchaser shall be released from his or her obligations under the written commitment, the Liquidity Event Notice shall be null and void, the Junior Management Options shall remain in full force and effect and it shall be necessary for a separate Liquidity Event Notice to have been furnished, and the terms and provisions of issuancethis Section 5.1 separately complied with, in order to consummate a Liquidity Event, unless the failure to consummate the Liquidity Event resulted from any failure by any Junior Management Investor to comply in any material respect with the terms of this Section 5.1.

Exercise. (a) This Warrant may be exercised, exercised in whole or in part at any time on or in part from time to time, commencing on January 26, 1999 after the Initial Exercise Date and prior to the Termination Date upon delivery of the notice of exercise form attached hereto as Appendix A (the “Notice of Exercise”) and payment by cash, certified check or wire transfer for the aggregate Exercise Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any Business Day at the Company’s principal executive offices (or such other office or agency of the Company as the Company may designate by notice to the Warrant Holder). The Warrant Shares so purchased shall be deemed to be issued to the Warrant Holder or the Warrant Holder’s designee, as the record owner of such shares, as of 5:00 P.M.P.M. New York City time on the date on which the aggregate Exercise Price shall have been paid and the completed Notice of Exercise shall have been delivered. Certificates for the Warrant Shares so purchased, Eastern Standard Time on January 26representing the aggregate number of shares specified in the Notice of Exercise, 2001, shall be transmitted by the Company’s transfer agent by physical delivery to the address specified by the Warrant Holder in the Notice of Exercise, within a reasonable time, not exceeding three (3) Trading Days after this Warrant shall have been so exercised, including payment of the aggregate exercise price and the delivery of a completed Notice of Exercise (the “Warrant Share Delivery Date”). The certificates so delivered shall be in such denominations as may be requested by the Warrant Holder and shall be registered in the name of the Warrant Holder or such other name as shall be designated by the Warrant Holder. In addition to any other rights available to the Warrant Holder, if the Company fails to deliver to the Warrant Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Warrant Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Warrant Holder of the Warrant Shares which the Warrant Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Warrant Holder the amount by which (x) the Warrant Holder’s total purchase price (including customer brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Warrant Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Warrant Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Warrant Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Warrant Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate Exercise Price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Warrant Holder $1,000. The Warrant Holder shall provide the Company written notice indicating the amounts payable to the Warrant Holder in respect to the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Warrant H▇▇▇▇▇’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, the Warrant Holder shall not be required to physically surrender this Warrant to the Company until the Warrant Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Warrant Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Warrant Holder shall be controlling and determinative in the absence of manifest error. The Warrant Holder and any assignee, by the surrender acceptance of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereofWarrant, together with proper payment acknowledge and agree that, by reason of the Aggregate Warrant Priceprovisions of this paragraph, or following the proportionate part thereof if this Warrant is exercised in part. Payment for purchase of a portion of the Warrant Shares shall hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be made by certified or official bank check payable to less than the order of amount stated on the Company. face hereof. (b) If this Warrant is shall have been exercised in part, the Company shall, at its own expense and at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Warrant Holder is entitled to receive a new Warrant covering evidencing the number rights of the Warrant Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in respect all other respects be identical to this Warrant, provided the Warrant Holder has surrendered the Warrant at the time of which this exercise. (c) Notwithstanding anything to the contrary herein, the Warrant has Holder shall not been exercised and setting forth have the proportionate part of the Aggregate Warrant Price applicable right to such Warrant Shares. Upon such surrender exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the Company will extent that after giving effect to such issuance after exercise, the Warrant Holder (a) issue a certificate or certificates together with the Warrant Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in the name excess of 9.99% of the Holder for the largest number of whole shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Warrant Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the Holder determination of such sentence is being made, but shall be entitled if this Warrant is exercised in whole and (b) deliver exclude the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions number of the Warrant. In lieu shares of any fractional share of the Common Stock which would otherwise be issuable in respect to the upon (A) exercise of the Warrantremaining, nonexercised portion of this Warrant beneficially owned by the Warrant Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share including, without limitation, any other shares of Common Stock or Warrants) subject to a limitation on conversion or exercise analogous to the ten consecutive trading days before limitation contained herein beneficially owned by the conversion date Warrant Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Warrant Holder that the Company is not representing to the Warrant Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Warrant Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (iiin relation to other securities owned by the Warrant Holder) such fraction and of which portion of this Warrant is exercisable shall be in the sole discretion of the Warrant Holder, and the submission of a share or (b) issue an additional share Notice of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising Exercise shall be deemed to be the holder Warrant Holder’s determination of record whether this Warrant is exercisable (in relation to other securities owned by the Warrant Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, the Warrant Holder may rely on the number of outstanding shares of Common Stock as reflected in the latest of (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Warrant Holder, the Company shall within two Trading Days confirm orally and in writing to the Warrant Holder the number of shares of Common Stock issuable then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Warrant Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 2(d) may be waived by the Warrant Holder, at the election of the Warrant Holder, upon not less than 61 days’ prior notice to the Company, and the provisions of this Section 2(d) shall continue to apply until such 61st day (or such later date, as determined by the Warrant Holder, as may be specified in such notice of waiver). (d) Notwithstanding anything to the contrary herein, if at anytime after the Initial Exercise Date the Closing Price for the Company’s Common Stock is $4.25 or above for five consecutive Trading Days and the shares of Common Stock underlying this Warrant have been registered under the Securities Act for resale by such Warrant Holder, then the Company may demand that the Warrant Holders exercise any outstanding Warrants by tender of payment to the Company within five (5) days notice of such demand for exercise. No warrant granted herein Upon receipt of payment for such Warrant Shares, the Company shall cause the Warrant Shares to be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceissued and delivered to each Warrant Holder as provided in subparagraph (a) above.

Exercise. This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26November 30, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26November 30, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuance.

Exercise. This Warrant may be exercised, in whole exercised at any time or in part from time to time, commencing on January 26, 1999 time from and prior to after the Vesting Date and before 5:00 P.M., Eastern Standard Time Time, on January 26, 2001200 on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the Holder principal office of the Company, at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant by Warrant, as adjusted in accordance with the surrender preceding paragraph of this Warrant (with without giving effect to any further adjustment herein) multiplied (b) by the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Purchase Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall of this amount may be made (1) by certified payment in cash or official bank check by corporate check, payable to the order of the Company. If , or (2) by the Company not issuing that number of shares of Common Stock subject to this Warrant is having a Fair Market Value (as hereinafter defined) on the date of exercise equal to such sum, as Holder may determine. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in partaccordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder is without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on issuable upon such exercise shall be treated for all purposes as the ten consecutive trading days before the conversion date and (ii) holder of such fraction shares of a share or (b) issue an additional share of Common Stock. Upon exercise record as of the Warrantclose of business on such date. As soon as practicable on or after such date, the Company shall issue and deliver to the Holder person or persons entitled to receive the same a certificate or certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder number of record full shares of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time , together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the second anniversary of the date of issuanceexercise of one full share of Common Stock.

Exercise. This Warrant 4.01 During the period that the Option is exercisable, it may be exercised, exercised in whole at any time full or in part from time to timeby Grantee or, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001in the event of Grantee’s death, by the Holder person or persons to whom the Option was transferred by will or the laws of this Warrant decent and distribution, by delivering or mailing written notice of the surrender exercise to the Secretary of this Warrant (with Syntroleum. The written notice shall be signed by each person entitled to exercise the subscription form at the end hereof duly executed) at Option and shall specify the address set forth in Section 7(a) hereof, together with proper payment and Social Security number of each such person. If any person other than Grantee purports to be entitled to exercise all or any portion of the Aggregate Warrant PriceOption, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares written notice shall be made accompanied by certified or official bank check payable proof, satisfactory to the order Syntroleum, of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant that entitlement. 4.02 Subject to the provisions of Section 4.04 and 4.05, the Warrant. written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (i) in cash, (ii) in shares of Common Stock evidenced by certificates either endorsed or with stock powers attached transferring ownership to Syntroleum, with the aggregate Fair Market Value (as defined in the Plan) equal to said exercise price on the date the written notice is received by the Secretary, or (iii) in any combination of cash and such shares. 4.03 Notwithstanding the provisions of Section 4.02, shares acquired through the exercise of an ISO granted under the Plan may be used as payment at exercise under this Agreement only if such shares have been held for at least 12 months following such acquisition. 4.04 In lieu of any fractional share payment of the exercise price by way of delivery of certificate(s) evidencing shares of Common Stock, Grantee may furnish a notarized statement reciting the number of shares being purchased under the Option and the number of Syntroleum shares owned by Grantee which may be freely delivered as payment of all or a portion of the exercise price, all pursuant to rules adopted by and subject to the consent of the Committee. Subject to the consent of the Committee, Grantee will be issued a certificate for new shares of Common Stock representing the number of shares as to which would otherwise be issuable the Option is exercised, less the number of shares described in respect the notarized statement as constituting payment under the Option. 4.05 In the event Grantee pays the Option exercise price by delivery of a notarized statement of ownership or by surrendering his right to exercise a portion of the Option as described in Sections 4.04 and 4.05, the number of shares remaining subject to the Option shall be reduced not only by the number of new shares issued upon exercise of the Warrant, Option but also by the Company at its option may (a) pay in cash an amount equal number of previously owned shares listed on the notarized statement of ownership and deemed to the product of (i) the daily mean average be surrendered as payment of the closing exercise price or, as applicable, by the number of a share shares in connection with which Grantee has surrendered his right to exercise the Option. 4.06 The written notice of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise will be effective and the person exercising Option shall be deemed exercised to be the holder of record extent specified in the notice on the date that the written notice (together with required payment of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on exercise price) is received by the second anniversary Secretary of the date of issuanceSyntroleum at its executive offices during regular business hours.

Exercise. This Warrant (a) Charitable Benefit Warrants in denominations of one or whole number multiples thereof may be exercised, exercised (i) by an Approved Qualified Charitable Organization (as set forth on the listing of such organizations described in whole Section 9 hereof) which is the Registered Holder thereof commencing at any time or in part from time to time, but not after the Warrant Expiration Date, or (ii) any other Registered Holder which is not an Approved Qualified Charitable Organization commencing on January 26or after ________, 1999 2006 [108 months after the date of the Prospectus] or in part from time to time but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Charitable Benefit Warrant shall be deemed to have been exercised immediately prior to 5:00 P.M.the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, Eastern Standard Time upon exercise thereof, as of the close of business on January 26, 2001, the Exercise Date. If Charitable Benefit Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the Holder same Registered Holder, the number of this Warrant by full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment basis of the Aggregate aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Charitable Benefit Warrants have been exercised, the Warrant PriceAgent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same, a Common Stock certificate or certificates for the proportionate part thereof if this shares of Common Stock deliverable upon such exercise, and the Warrant is exercised Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Charitable Benefit Warrants, the Warrant Agent shall promptly notify the Company in part. Payment for Warrant Shares writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall be cause all payments or other amounts in cash or by check made by certified or official bank check payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the Company's bank account. (b) The Company shall not be required to issue fractional shares on the exercise of Charitable Benefit Warrants. Charitable Benefit Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If this Warrant is exercised one or more Charitable Benefit Warrants shall be presented for exercise in partfull at the same time by the same Registered Holder, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Charitable Benefit Warrants so presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Charitable Benefit Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to which the Holder shall be entitled if this Warrant unlisted trading privileges on a national securities exchange, or is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warranttraded on Nasdaq, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the ten consecutive trading days before last business day prior to the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, Charitable Benefit Warrants on whichever of such exchanges or Nasdaq had the Company shall issue and deliver to the Holder certificates highest average daily trading volume for the Common Stock issuable upon on such exercise within ten business days after such exercise and day; or (2) If the person exercising Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be deemed to be the holder average of record the last reported bid and asked prices of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time reported by the National Quotation Bureau, Inc. on the second anniversary of last business day prior to the date of issuanceexercise of the Charitable Benefit Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using reasonable and customary valuation methods.

Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001part, by surrendering this Warrant, with the Holder of this Warrant purchase form appended hereto as Exhibit I duly executed by the surrender of this Warrant (with Registered Holder or by the subscription form Registered Holder's duly authorized attorney, at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order principal office of the Company. If this Warrant is exercised , or at such other office or agency as the Company may designate, accompanied by payment in partfull, in lawful money of the Holder is entitled to receive a new Warrant covering United States, of the Purchase Price payable in respect of the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to purchased upon such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and exercise. (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of exercising this Warrant pursuant to Section 1(a) above, the Registered Holder shall have the right to require the Company to convert the Warrant, in whole or in part and at any fractional share time or times (the "Conversion Right"), into Warrant Shares, by surrender to the Company of this Warrant and the Common Stock which would otherwise be issuable in respect purchase form attached hereto as Exhibit I duly completed and executed by the Registered Holder to evidence the exercise of the WarrantConversion Right. Upon exercise of the Conversion Right, the Company at its option may shall deliver to the Registered Holder (awithout payment by the Registered Holder of any cash in respect of the Purchase Price) pay in cash a certificate(s) representing that number of Warrant Shares which is equal to the quotient obtained by dividing (x) an amount equal to the product of difference between (iA) the daily mean average aggregate Fair Market Value for the number of Warrant Shares as to which the Conversion Right is then being exercised (the "Conversion Shares"), determined as of immediately prior to the effective time of the closing price exercise of a the Conversion Right, minus (B) the aggregate Purchase Price for the Conversion Shares (such difference, the "Conversion Amount"), by (y) the Fair Market Value per share of Common Stock on the ten consecutive trading days before date of exercise of the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common StockConversion Right. Upon exercise of the WarrantConversion Right, the Company Conversion Amount shall issue and deliver be deemed to have been paid to the Holder certificates for Company in respect of the Warrant Shares so acquired. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock issuable upon such exercise within ten business days after such exercise and is listed on a national securities exchange, the person exercising Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the last reported sale prices per share of Common Stock thereon for the 5 consecutive trading days immediately preceding the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Common Stock issuable Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise. No exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time or warrants (dated the date hereof) of like tenor, calling in the aggregate on the second anniversary face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the date of issuancePurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26November 20, 1999 1998 and prior to 5:00 P.M., Eastern Standard Time on January 26November 20, 20012000, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuance.

Exercise. This Warrant may (A) The Option shall be exercisedexercisable during Participant's lifetime only by Participant or by his or her guardian or legal representative, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, after Participant's death only by the Holder of this Warrant person or entity entitled to do so under Participant's last will and testament or applicable intestate law. The Option may only be exercised by the surrender delivery to the Company of this Warrant a written notice of such exercise, which notice shall specify the number of Option Shares to be purchased (with the subscription form at "Purchased Shares") and the end hereof duly executed) at aggregate Exercise Price for such shares (the address set forth in Section 7(a) hereof"Exercise Notice"), together with proper payment in full of the Aggregate Warrant Price, such aggregate Exercise Price in cash or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order Company; provided, however, that payment of the Company. If this Warrant is exercised such -------- ------- aggregate Exercise Price may instead be made, in whole or in part, by the Holder is entitled delivery to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue of a certificate or certificates in representing shares of Common Stock, duly endorsed or accompanied by duly executed stock powers, which delivery effectively transfers to the name Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the Holder for aggregate Fair Market Value (as defined below) thereof on the largest number date of whole such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock. (B) The "Fair Market Value" of a Common Share on any date (the Common Stock to which the Holder "Determination Date") shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product closing price per Common Share on the business day immediately preceding the Determination Date, as reported in The Wall Street Journal, Western Edition, or, if no closing price was so reported for such immediately preceding business day, the closing price for the next preceding business day for which a closing price was so reported, or, if no closing price was so reported for any of the 30 business days immediately preceding the Determination Date, the average of the high bid and low asked prices per Common Share on the business day immediately preceding the Determination Date in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System (i"NASDAQ") or such other system then in use, or, if the daily mean Common Shares were not quoted by any such organization on such immediately preceding business day, the average of the closing price of bid and asked prices on such day as furnished by a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of professional market maker making a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for market in the Common Stock issuable upon such exercise within ten business days after such exercise and Shares selected by the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceBoard.

Exercise. This Warrant may be exercisedUntil the Distribution Date, the Rights are not exercisable. However, in whole at the event that any time person or in part from time group of affiliated or associated persons becomes an Acquiring Person, and subject to timethe Company's right to redeem the Rights, commencing on January 26, 1999 and prior each holder of a Right (other than an Acquiring Person) will thereafter have the right to 5:00 P.M., Eastern Standard Time on January 26, 2001, receive upon exercise a number of one one thousandths (1/1,000ths) of a share of Preferred Stock determined by dividing the Holder of this Warrant aggregate Purchase Price (subject to adjustment) by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment 50% of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares current market price of the Common Stock to which on the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions date a person becomes an Acquiring Person. Because of the Warrant. In lieu of any fractional share nature of the Common Stock which would otherwise be issuable in respect to the exercise voting, dividend, and liquidation rights of the WarrantPreferred Stock, the Company at its option may value of each one one-thousandth (a1/1,000th) pay interest in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Preferred Stock on purchasable upon exercise of each Right should approximate the ten consecutive trading days before the conversion date and (ii) such fraction value of a share or (b) issue an additional one share of Common Stock. Upon It is therefore anticipated (although there can be no assurance) that the value of the Preferred Stock purchased upon exercise of the WarrantRights will be approximately twice the exercise price paid. If the Rights are not redeemed as described below and in the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the aggregate Purchase Price of the Rights. Following the occurrence of any of the events set forth in the preceding two paragraphs, any Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will immediately become null and void. While the distribution of the Rights to holders of Common Stock will not be taxable to such holders or to the Company, stockholders may recognize taxable income upon the occurrence of subsequent events--for example, upon the Rights becoming exercisable with respect to an acquiror's stock, whether or not exercised. The Rights will expire on November 7, 2011 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, as described below. Until a Right is exercised, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record thereof, as such, will have no rights as a stockholder of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on Company, including, without limitation, the second anniversary of the date of issuanceright to vote or to receive dividends.

Exercise. This (i) A Warrant Holder may be exercisedexercise this Warrant, in whole at any time or in part from time part, to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by purchase the Holder of this Warrant by the vested Underlying Shares in such amounts as may be elected upon surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereofWarrant, together with proper payment a duly executed Subscription Form, to the Company at its corporate office, together with the full Underlying Share Purchase Price for each Underlying Share to be purchased, in lawful money of the Aggregate Warrant PriceUnited States, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified check or official bank check draft payable in United States dollars to the order of the Company. If this Warrant is exercised in part, Company and upon compliance with and subject to the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting conditions set forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. herein. (ii) Upon such surrender receipt of this Warrant, together with a duly executed Subscription Form, and accompanied by payment of the Underlying Share Purchase Price for the number of vested Underlying Shares for which this Warrant is then being exercised, the Company shall, subject to Section 7(b) hereof, cause to be issued and delivered promptly, but in no event later than the third Business Day after the date on which the Company receives this Warrant, the Subscription Form and the Underlying Share Purchase Price, to the Warrant Holder certificates for such shares of Common Stock in such denominations as are requested by the Warrant Holder in the Subscription Form. (iii) In case a Warrant Holder shall exercise this Warrant with respect to less than all of the Underlying Shares, the Company will (a) issue execute a certificate or certificates in new Warrant, which shall be exercisable for the name balance of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall Underlying Shares that may be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the purchased upon exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal unexercised portion of this Warrant and shall deliver such new Warrant to the product of Warrant Holder. (iiv) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising This Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, and the Person entitled to receive the vested Underlying Shares and any new Warrant representing the unexercised portion of this Warrant deliverable upon such exercise shall be treated for all purposes as the holder of record such Underlying Shares and new Warrant, respectively, upon such exercise as of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time close of business on the second anniversary of the date of issuanceExercise Date.

Exercise. (a) This Warrant may be exercisedexercised by the Holder hereof on a cashless (net) basis or on a cash basis (but only on the conditions hereinafter set forth) as to all or any increment or increments of the Warrant Shares upon delivery of written notice of intent to exercise to the Company at the Company's address set forth below its signature below or the address most recently reported in filing with the Securities and Exchange Commission by the Company, together with this Warrant and cash or check payable to the Company for the aggregate Exercise Price of the Warrant Shares so purchased (the "Purchase Price"), except as provided in whole the following sentence. The Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of the Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value (as defined below) per share of Common Stock as of the date of exercise over the Purchase Price per share. Upon exercise of this Warrant, the Company shall as promptly as practicable, and in any time or in part from time event within fifteen (15) days thereafter, execute and deliver to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by a certificate or certificates for the surrender total number of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if Shares for which this Warrant is being exercised in part. Payment for Warrant Shares shall be made such names and denominations as are requested by certified or official bank check payable to the order of the Companysuch Holder. If this Warrant is shall be exercised in partwith respect to less than all of the Warrant Shares, the Holder is shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has shall not have been exercised and setting forth exercised, which number shall be equal to the proportionate part number of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole outstanding shares of the Company's Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in partStock, pursuant to the provisions as of the Warrant. In lieu close of any fractional share business on the date of the Common Stock which would otherwise be issuable in respect to the final exercise of the Warrant, which would cause the Holder to own the Warrant Percentage of the shares of Common Stock of the Company at its option may (a) pay in cash an amount equal to calculated on a fully diluted basis, minus the product number of (i) the daily mean average shares of the closing price Company's Common Stock issued upon earlier exercise(s) of the Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Warrant Shares upon exercise of this Warrant. (b) For purposes of this Warrant, "Common Stock" means the Common Stock of the Company, and all other securities of any class of classes (however designated) of the Company the holders of which have the right, without limitation as to amount, after payment on any securities entitled to a preference on dividends or other distributions upon any dissolution or winding up, either to all or to a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction balance of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable payments upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuancedissolution, liquidation or winding up.

Exercise. This Subject to Section 10, this Warrant may be exercisedconverted or exercised by Holder, in whole or in part, at any time or in part and from time to time, commencing time on January 26, 1999 or after the date hereof and prior to 5:00 P.M., Eastern Standard Time p.m. New York City time on January 26, 2001, the Expiration Date by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereofWarrant, together with proper the form of notice of exercise (in the form attached hereto as EXHIBIT A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment of the Aggregate Warrant Pricein full, in cash or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company, in the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. If In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times prior to 5:00 p.m. New York City time on the Expiration Date (the "CONVERSION RIGHT"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as EXHIBIT B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, and the use of the term "exercise" herein, shall be deemed to include, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Warrant Letter. In the event this Warrant is not exercised in partfull, the Holder is entitled to receive a new Warrant covering Shares shall be reduced by the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates like tenor in the name of Holder, reflecting the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days Shares remaining after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuance.

Exercise. This The Warrant may be exercised, in whole at any time or in part from time evidenced hereby shall become exercisable as to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executedCommonShares) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which on (DATE) and shall terminate at 5:00 p.m., California time, on (DATE) (the Holder shall be entitled if this Warrant is exercised "Expiration Date"), provided, however, that in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of no event may any fractional share of the Common Stock which be issued. In the event that a fractional share would otherwise be issuable in respect issued as a result of any adjustment made pursuant to Section 3 hereof or otherwise, payment of such fractional share shall be made on the exercise basis of the WarrantMarket Price on the date of exercise. For the purpose of this Section 1, the Company at its option may term "Market Price" shall mean (a) pay in cash an amount equal to if the product of (i) the daily mean average of Common Stock is traded on a national securities exchange or on The Nasdaq Stock Market, Inc., the closing sales price of a share of Common Stock (or, if no sales on that day, the ten consecutive trading days before the conversion date and (iihigh bid price) such fraction of a share or (b) issue if the Common Stock is not traded as provided in subsection (a), the closing bid price as reported in the OTC Bulletin Board of the National Association of Securities Dealers, Inc. or in the pink sheets as reported by an additional share of Common Stock. organization performing the services previously furnished by the National Quotation Bureau, Inc. Upon any exercise of the WarrantWarrant evidenced hereby, the form of election to purchase set forth as Exhibit A hereto shall be properly completed, executed, and delivered to the Company, together with a certified check or bank draft in full payment to the Company of the Purchase Price for the shares as to which the Warrant is exercised. In the event that there is only a partial exercise of the Warrant evidenced hereby, there shall be issued to the Warrant Holder a new Warrant Certificate, in all respects similar to this Warrant Certificate, evidencing the number of shares of the Common Stock still available for exercise. Upon receipt of full payment and properly completed documentation, the Company shall issue and deliver to then cause the Holder certificates Transfer Agent for the Common Stock issuable upon such exercise within ten business days after such exercise to issue fully paid and the person exercising shall be deemed to be the holder of record nonassessable shares of the Common Stock issuable upon such as are represented by the exercise. No warrant granted herein If this Warrant shall be exercisable after 5:00 p.m. Eastern Standard Time on surrendered upon exercise within any period during which the second anniversary transfer books for the Common Stock are closed for any purpose, the Company shall not be required to make delivery of certificates for shares of the Common Stock until the date of issuancethe reopening of said transfer books. Expiration Date The Warrant evidenced hereby may not be exercised after the Expiration Date with respect to the shares of the Common Stock as to which the Warrant may be exercised and, to the extent the Warrant has not exercised as to any such shares by the Expiration Date, the Warrant evidenced hereby shall become void.

Exercise. (a) This Warrant may be exercisedexercised one time, in whole or minimum increments of 50,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at any time its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America in the form of a wire transfer or check, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part from time to timeonly, commencing on January 26the Company shall, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the upon surrender of this Warrant, execute and deliver a new Warrant (with evidencing the subscription form at rights of the end Holder hereof duly executed) at to purchase the address set forth in Section 7(a) hereofbalance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Aggregate Warrant Exercise Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in partat such office, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock Warrant Shares, notwithstanding that the stock transfer books of the Corporation shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. The Corporation shall pay any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the Warrant Shares. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 50,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant at the principal office of the Company, accompanied by a written notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange is received by the Company or such later date as may be specified in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such exercise. No warrant granted herein Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares remaining subject to this Warrant, shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary issued as of the date Exchange Date and delivered to the Holder within ten (10) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of issuanceWarrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall be the average closing trading price for the 5 trading day period prior to the Exchange Date.

Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full in cash, by certified or bank check, or by wire transfer of immediately available funds, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) If on any date after the effectiveness of the Registration Statement (as defined in the Purchase Agreement), the closing price of the Common Stock, as quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or the principal exchange on which the Common Stock is listed, or if not so listed then in the over-the-counter market as published in The Wall Street Journal, for 20 consecutive trading days equals at least $4.90 (subject to adjustment in the event of any subdivision, combination or reclassification affecting the Common Stock), the Company shall have the right, at its option and upon 30 days written notice to the Registered Holder, to terminate this Warrant; provided that (i) the Registered Holder shall have the right to exercise this Warrant at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M.such termination pursuant to Section 2(a), Eastern Standard Time on January 26and (ii) the Registration Statement shall be effective at all times during such 30-day notice period. Upon such termination, 2001the Registered Holder shall have no further rights hereunder. The Registered Holder shall have the right to exercise the Warrant until the termination of the 30-day notice period, by the Holder provided that such 30-day notice period terminates prior to December 8, 2009. (c) Each exercise of this Warrant by shall be deemed to have been effected immediately prior to the surrender close of business on the day on which this Warrant (with shall have been surrendered to the subscription form at Company as provided in subsection 2(a) above. At such time, the end hereof duly executed) at the address set forth person or persons in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, whose name or the proportionate part thereof if this Warrant is exercised in part. Payment names any certificates for Warrant Shares shall be made issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by certified or official bank check payable such certificates. (d) In the event of any exercise of the rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the order of the Company. If Registered Holder within a reasonable time and, unless this Warrant is has been fully exercised in partor has expired, the Holder is entitled to receive a new Warrant covering representing the number of Warrant Shares in shares with respect of to which this Warrant has shall not have been exercised and setting forth shall also be issued to the proportionate part of the Aggregate Warrant Price applicable to Holder within such Warrant Shares. Upon such surrender reasonable time. (e) For purposes of this Warrant, the Company will (a) issue a certificate or certificates in the name per share fair market value of the Holder for Company’s Common Stock shall mean: (i) If the largest number Company’s Common Stock is publicly traded, the per share fair market value shall be the average of whole shares the closing prices of the Common Stock to as quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or the principal exchange on which the Holder Common Stock is listed, or if not so listed then the fair market value shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions average of the Warrant. In lieu of any fractional share closing bid prices of the Common Stock which would otherwise be issuable in respect the over-the-counter market as published in The Wall Street Journal, in each case for the fifteen trading days ending five trading days prior to the exercise date of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product determination of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and fair market value; (ii) If the Company’s Common Stock is not so publicly traded, the per share fair market value shall be such fraction fair market value as is determined in good faith by the Board of a share or (b) issue an additional share of Common Stock. Upon exercise Directors of the WarrantCompany after taking into consideration factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuancein private transactions negotiated at arm’s length.

Exercise. This Warrant The Company agrees to register, at its sole expense, the shares of Common Stock underlying the Warrants at the same time it registers any of its securities under the Securities Act of 1933, as amended (the "Registration Statement"). Subject to the provisions of Section 8, the Warrants may be exercised, exercised at a price of $4.00 per share of Common Stock (the "Exercise Price") in whole or in part at any time or in part from time to time, during the period commencing on January 26, 1999 the effective date of the Registration Statement (the "Initial Exercise Date") and terminating on a date (the "Expiration Date") two years after such Initial Exercise Date. A Warrant shall be deemed to have been exercised immediately prior to 5:00 P.M., Eastern Standard Time the close of business on January 26, 2001, the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof or his attorney duly executed) at the address set forth authorized in Section 7(a) hereof, writing and will be delivered together with proper payment to the Warrant Agent at its corporate offices (the "Corporate Office"), in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in partUnited States of America. Payment for Unless Warrant Shares shall may not be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in partissued as provided herein, the Holder is person entitled to receive a new Warrant covering the number of Warrant Shares in respect deliverable on such exercise shall be treated for all purposes as the holder of which this such Warrant has not been exercised and setting forth the proportionate part Shares as of the Aggregate close of business on the Exercise Date. In addition, the Warrant Price applicable Agent shall also, at such time, verify that all of the conditions precedent to such the issuance of Warrant Shares, set forth in Section 4, have been satisfied as of the Exercise Date. Upon such surrender If any one of this Warrantthe conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company will (a) as to whether to return the Warrant and pertinent Exercise Price payment to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and, in any event, prior to the pertinent Expiration Date, pursuant to a Stock Transfer Agreement between the Company and Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock Shares deliverable on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein adjustment shall be exercisable after 5:00 p.m. Eastern Standard Time made in respect of cash divide dividends on Warrant Shares delivered on exercise of any Warrant. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of exercised Warrant Share certificates to the shareholder, will be billed monthly to tile Company. A detailed accounting statement relating to the number of Warrants exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the second anniversary Common Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock prior to the record date fixed by the Board of Directors of the date Company for the determinations of issuanceholders of Common Stock entitled to such dividend or other right.

Exercise. This Subject to the conditions set forth herein, this Warrant may be exercised, in whole is exercisable at any time on or in part from time to timeafter March 1, commencing on January 26, 1999 2002 and prior to 5:00 P.M.the Expiration Date with respect to all or any part of the shares of Common Stock set forth in the first paragraph of this Warrant; provided, Eastern Standard Time on January 26that this Warrant shall not be exercisable with respect to any such shares of Common Stock if a Qualified Initial Public Offering (as defined in the Certificate of Designations establishing and fixing the rights and preferences of the Company's Series A Convertible Preferred Stock) shall have been consummated prior to March 1, 2001, by the Holder 2002. Any unexercised portion of this Warrant by shall terminate on the surrender Expiration Date. The Company agrees that the shares of Common Stock purchased under this Warrant shall be, and are deemed to be, issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which (with a) this Warrant shall have been surrendered, properly endorsed, (b) the subscription form at completed, executed Form of Subscription and Form of Investment Representation, if applicable, shall have been delivered and (c) full payment of the end hereof duly executed) at Stock Purchase Price in respect of such exercise shall have been made in cash or check for such shares. Certificates for the address set forth in Section 7(a) hereofshares of Common Stock so purchased, together with proper payment of any other securities or property to which the Aggregate Warrant PriceHolder hereof is entitled upon such exercise, or shall be delivered to the proportionate part thereof if Holder hereof by the Company at the Company's expense promptly after the rights represented by this Warrant is exercised in parthave been so exercised. Payment for Warrant Shares shall In case of a purchase of less than all the shares of Common Stock which may be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of purchased under this Warrant, the Company will (a) issue shall cancel this Warrant and promptly execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares of Common Stock purchasable under the Warrant surrendered upon such purchase to the Holder hereof. Each certificate or certificates for shares of Common Stock so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceHolder.

Exercise. This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26June 14, 1999 2002 and prior to 5:00 P.M., Eastern Standard Time on January 26June 14, 20012005, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section Subsection 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the CompanyCompany or by wire transfer of immediately available funds in a manner mutually acceptable to the Company the Holder. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) may pay in cash an amount equal to the product of (i) the daily mean average of the closing price Closing Price of a share of Common Stock on the ten consecutive trading days before the conversion date Conversion Date and (ii) such fraction of a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second third anniversary of the date of issuance.

Exercise. This Warrant (a) To exercise this Warrant, the Holder must properly complete, execute and deliver to the Company the Exercise Notice. Any exercise may not be exercisedrevoked unless (i) an Event of Default (as defined in the Security and Purchase Agreement dated as of the date hereof between Magnetech Industrial Services of Alabama, in whole at any time or in part LLC and the Holder (as amended, modified, restated and/or supplemented from time to time, commencing on January 26, 1999 the “Security Agreement”)) has occurred and prior is continuing or (ii) the Company has consented to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in partsuch a revocation. Payment for Warrant Shares shall may be made either (i) in cash or by certified or official bank check payable to the order of the Company. If this Warrant is exercised in partCompany equal to the applicable aggregate Exercise Price, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the Company will formula set forth in subsection (ab) issue below, or (iii) by a certificate or certificates combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the name total number of shares of Common Stock issuable to the Holder per the terms of this Warrant). Within three (3) business days after receipt of the Holder for applicable Exercise Price and, in the largest number event of whole shares a complete exercise of this Warrant by the Holder, surrender of this Warrant to the principal office of the Common Stock to which Company, the Holder shall thereupon be entitled if this Warrant is exercised in whole to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant Notwithstanding any provisions herein to the provisions contrary, if the Fair Market Value of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a one share of Common Stock on is greater than the ten consecutive trading days before Exercise Price (at the conversion date and of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (iias determined below) such fraction of a share this Warrant (or (bthe portion thereof being exercised) issue an additional share by surrender of Common Stock. Upon exercise this Warrant at the principal office of the Warrant, Company together with the properly endorsed Exercise Notice in which event the Company shall issue and deliver to the Holder certificates for the within three (3) business days a number of shares of Common Stock issuable upon such exercise within ten business days after such exercise and computed using the person exercising shall be deemed following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the holder Holder Y = the number of record shares of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the second anniversary portion of this Warrant being exercised (at the date of issuance.such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)

Exercise. This The Warrant may be exercised, exercised in whole at any time or the manner set out in part from time to time, commencing on January 26, 1999 (i) and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, (ii) below: (i) by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Exercise Price for each Warrant Price, or the proportionate part thereof if this Warrant is exercised in partShare being purchased. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares The exercise price of the Common Stock under this Warrant shall be $0.75, subject to which adjustment hereunder (the “Exercise Price”). or (ii) in lieu of paying cash for the Warrant Shares, exercise by an exchange, in whole or in part (a "Warrant Exchange") as noted in a duly executed Notice of Exercise electing a Warrant Exchange. In connection with any Warrant Exchange, the Holder shall be entitled if this deemed to have paid for the Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash Shares an amount equal to the product Fair Market Value of each Warrant delivered, and the Warrants shall be deemed exercised for the amount so paid. For this purpose, the Fair Market Value of each Warrant is the difference between the Market Value of a share of Common Stock and the Exercise Price on the Exercise Date. Market Value shall mean (i) if the daily mean Common Stock is listed on a national exchange or quoted on an over-the-counter market on which the Common Shares are then quoted for trading, the average of the closing bid price of a share of Common Stock during the ten (10) trading days ending on the ten consecutive trading days before the conversion date Exercise Date and (ii) such fraction if the Common Stock is neither listed on a national exchange nor quoted on an over-the-counter market, the amount reasonably determined (the “Board Determination”) in good faith by the board of a share or (b) issue an additional share of Common Stock. Upon exercise directors of the WarrantCompany (the “Board”) subject to the remainder of this subsection. After a Board Determination, the Company Board shall issue and deliver send to the Holder certificates for a written statement setting forth in reasonable detail how it came to the Common Stock issuable upon such exercise within Board Determination, and the Holder shall have ten (10) business days after the transmittal of such exercise statement to make known in writing any objection to such valuation and the person exercising determination of Market Value as determined by the Holder (the “Holder Determination”). Within five (5) business days of receipt of such a written objection, the Board shall either submit a new determination in place of the disapproved valuation or request a meeting with the Holder to discuss a mutually satisfactory valuation. If within an additional period of five (5) business days, a substitute valuation has not been agreed to by the Board and the Holder, the Board shall submit the dispute between the Board and the Holder to an investment banking firm or appraiser mutually acceptable to the Board and the Holder for resolution as soon as practicable. The determination of value by such investment banking firm or appraiser (the “Appraiser Determination”) shall be deemed final and conclusive and binding on the Company and the Holder. If the Appraiser Determination is greater than or equal to be the holder of record average of the Common Stock issuable upon such exercise. No warrant granted herein Holder Determination and the Board Determination, the cost and expense of the investment banking firm or appraiser shall be exercisable after 5:00 p.m. Eastern Standard Time on ▇▇▇▇▇ by the second anniversary of Company and otherwise it shall be ▇▇▇▇▇ by the date of issuanceHolder.

Exercise. This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26August 21, 1999 1998 and prior to 5:00 P.M., Eastern Standard Time on January 26June 30, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) may pay in cash an amount equal to the product of (i) the daily mean average of the closing price Closing Price of a share of Common Stock on the ten consecutive trading days before the conversion date Conversion Date and (ii) such fraction of a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second third anniversary of the date of issuance.

Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) If on any date after the later of (i) the effectiveness of the Registration Statement (as defined in the Subscription Agreements), and (ii) the date on which Shareholder Approval (as defined in the Subscription Agreements) is obtained, the closing price of the Common Stock, as quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or the principal exchange on which the Common Stock is listed, or if not so listed then in the over-the-counter market as published in The Wall Street Journal, for 20 consecutive trading days equals at least $4.00 (subject to adjustment in the event of any subdivision, combination or reclassification affecting the Common Stock), the Company shall have the right, at its option and upon 30 days written notice to the Registered Holder, to terminate this Warrant; provided that (i) the Registered Holder shall have the right to exercise this Warrant at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M.such termination pursuant to Section 2(a), Eastern Standard Time on January 26and (ii) the Registration Statement shall be effective at all times during such 30-day notice period. Upon such termination, 2001the Registered Holder shall have no further rights hereunder. The Registered Holder shall have the right to exercise the Warrant until the termination of the 30-day notice period, by the Holder provided that such 30-day notice period terminates prior to , 2008. (c) Each exercise of this Warrant by shall be deemed to have been effected immediately prior to the surrender close of business on the day on which this Warrant (with shall have been surrendered to the subscription form at Company as provided in subsection 2(a) above. At such time, the end hereof duly executed) at the address set forth person or persons in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, whose name or the proportionate part thereof if this Warrant is exercised in part. Payment names any certificates for Warrant Shares shall be made issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by certified or official bank check payable such certificates. (d) In the event of any exercise of the rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the order of the Company. If Registered Holder within a reasonable time and, unless this Warrant is has been fully exercised in partor has expired, the Holder is entitled to receive a new Warrant covering representing the number of Warrant Shares in shares with respect of to which this Warrant has shall not have been exercised and setting forth shall also be issued to the proportionate part of the Aggregate Warrant Price applicable to Holder within such Warrant Shares. Upon such surrender reasonable time. (e) For purposes of this Warrant, the Company will (a) issue a certificate or certificates in the name per share fair market value of the Holder for Company’s Common Stock shall mean: (i) If the largest number Company’s Common Stock is publicly traded, the per share fair market value shall be the average of whole shares the closing prices of the Common Stock to as quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or the principal exchange on which the Holder Common Stock is listed, or if not so listed then the fair market value shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions average of the Warrant. In lieu of any fractional share closing bid prices of the Common Stock which would otherwise be issuable in respect the over-the-counter market as published in The ▇▇▇▇ ▇▇▇▇▇▇ Journal, in each case for the fifteen trading days ending five trading days prior to the exercise date of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product determination of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and fair market value; (ii) If the Company’s Common Stock is not so publicly traded, the per share fair market value shall be such fraction fair market value as is determined in good faith by the Board of a share or (b) issue an additional share of Common Stock. Upon exercise Directors of the WarrantCompany after taking into consideration factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuancein private transactions negotiated at arm’s length. (f) NOTWITHSTANDING ANY OTHER PROVISION OF THIS WARRANT, THIS WARRANT SHALL NOT BE EXERCISABLE UNLESS AND UNTIL SHAREHOLDER APPROVAL (AS DEFINED IN THE SUBSCRIPTION AGREEMENT) IS OBTAINED.

Exercise. A. Subject to the limitation provided in Section 1.C below , this Warrant may be exercised at any time or from time to time from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on the Expiration Date, on any Business Day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, with the subscription form duly executed, together with (i) payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as may be adjusted in accordance with the terms of this Warrant multiplied by (b) the then Purchase Price in effect at the time of exercise, or (ii) a conversion notice in the form set forth on Schedule I hereto indicating that the Holder has elected to exercise this Warrant pursuant to the procedures set forth in Section 1.B below. Payment of the Purchase Price must be made by payment in immediately available funds. This Warrant may be exercisedexercised for less than the full number of shares of Common Stock at the time called for hereby, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by except that the Holder number of shares of Common Stock receivable upon the exercise of this Warrant by as a whole, and the surrender sum payable upon the exercise of this Warrant (as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) terms hereof, together with proper payment this Warrant shall be surrendered, and a new Warrant of the Aggregate Warrant Price, or same tenor and for the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares purchase of the number of such shares not purchased upon such exercise shall be made issued by certified or official bank check payable the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the order close of business on the Company. If this Warrant is exercised in partdate of its surrender for exercise as provided above, and the Holder is person entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on issuable upon such exercise shall be treated for all purposes as the ten consecutive trading days before the conversion date and (ii) holder of such fraction shares of a share or (b) issue an additional share of Common Stock. Upon exercise record as of the Warrantclose of business on such date. Within three (3) Business Days after such date, the Company shall issue and deliver to the Holder person or persons entitled to receive the same a certificate or certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder number of record full shares of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time , together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the second anniversary of the date of issuanceexercise of one full share of Common Stock. B. In lieu of exercising this Warrant for cash pursuant to Section 1. A above, the Holder may elect to satisfy the Purchase Price by exchanging the Warrant for a number of shares of Common Stock computed using the following formula (such election being referred to herein as a “Net Issue Exercise Election”): Where

Exercise. This Warrant may be exercised, exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole at any time or in part from time part, upon delivery of written notice of intent to timeexercise to the Company in the manner at the address of the Company set forth in Section 10 hereof, commencing on January 26together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, 1999 at the option of the Holder, (i) by certified or bank check; (ii) by the surrender of that Secured Promissory Note in the name of the Holder dated June 18, 1997 or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price; or (iii) by the surrender of a portion of this Warrant where the Shares subject to the portion of this Warrant that is surrendered have a fair market value equal to the aggregate Exercise Price. In the absence of an established public market for the Common Stock, fair market value shall be established by the Company's board of directors in a commercially reasonable manner. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable, and prior in any event within fifteen (15) days thereafter, execute and deliver to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by a certificate or certificates for the surrender total number of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if whole Shares for which this Warrant is being exercised in part. Payment for Warrant Shares shall be made such names and denominations as are requested by certified or official bank check payable to the order of the Companysuch Holder. If this Warrant is shall be exercised in partwith respect to less than all of the Shares, the Holder is shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has shall not have been exercised exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and setting forth the proportionate part agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the Aggregate issuance of this Warrant Price applicable to such Warrant Shares. Upon such surrender or the issuance of any Shares upon exercise of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuance.

Exercise. This Warrant may (a) Any or all Warrants shall be exercised, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, exercisable only by the Registered Holder of this and only by delivery to the Warrant by Agent on or after the surrender of this Warrant Initial Exercise Date and on or before the applicable Expiration Date (with the subscription form at the end hereof duly executedi) at the address Corporate Agency Office (A) a written notice of such Registered Holder’s election to exercise Warrants, duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney (which, in the case of Warrants evidenced by a Warrant Certificate, shall be in the form set forth on the reverse of, or attached to, such Warrant Certificate and in Section 7(athe case of Warrants not evidenced by a Warrant Certificate, a notice containing substantially the same information required by such form), which notice shall specify the number of Warrants to be exercised by such Holder and (B) hereofany Warrant Certificate evidencing such Warrants and (b) payment by official bank or certified check made payable to the Company or by wire transfer of an amount equal to the applicable Exercise Price in good funds in accordance with the terms of this Agreement. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date when all of the conditions to exercise have been satisfied and the person entitled to receive the Ordinary Shares deliverable upon such exercise shall be treated for all purposes as the holder of those Ordinary Shares as of the close of business on such date, together with proper provided that the payment of the Aggregate exercise price is cleared. As soon as practicable on or after the date of exercise, the Warrant Agent shall deposit the proceeds received from the exercise of any Warrant into a segregated account and shall notify the Company in writing of such exercise. Promptly following the clearance of payment of the Exercise Price, or and in any event within five days after the proportionate part thereof date of such notice from the Warrant Agent (but only if this the payment of the Exercise Price is cleared by that date), the Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order Agent, on behalf of the Company. If this Warrant is exercised in part, shall cause the Holder is Transfer Agent to issue and deliver to the person or persons entitled to receive the same, the Ordinary Shares deliverable upon such exercise. The Warrant Agent shall remit any and all amounts received upon the exercise of Warrants (the "Warrant Proceeds") to the Company (or as the Company may direct in writing) promptly after the clearance of the funds and the issuance of the Ordinary Shares purchased. If fewer than all the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant covering Certificate of the same tenor and for the number of Warrants which were not exercised shall be executed by the Company. The Warrant Shares in respect of which this Agent shall countersign the new Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this WarrantCertificate, the Company will (a) issue a certificate or certificates registered in the name of the Registered Holder for the largest number of whole shares of the Common Stock original Warrant Certificate, or as otherwise directed in writing by such Registered Holder and otherwise in accordance with the provisions of this Agreement, and shall deliver the new Warrant Certificate to which the Holder shall be entitled if this person or persons in whose name such new Warrant Certificate is exercised in whole and so registered. (b) deliver Notwithstanding the proportionate part thereof if this Warrant is exercised in partaforementioned, pursuant to the following provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in will apply with respect to the exercise of the WarrantWarrants held of record by the TASE Nominee (it being understood that these procedures would not apply to any Warrants held by the TASE Nominee through its account with The Depository Trust Company): (1) A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date when all of the conditions to exercise set forth in paragraph (2) below have been satisfied and the TASE Nominee shall be treated for all purposes as the holder of the Ordinary Shares deliverable upon the exercise of the Warrant as of the close of business on such date. (2) In lieu of the procedures for exercise set forth in Section 4(a) above, the Company TASE Nominee may exercise its Warrants at its option may (a) pay in cash an amount equal to any time on or after the product of Initial Exercise Date but not after the applicable Expiration Date by (i) delivery directly to the daily mean average Company of an exercise notice (which may be in Hebrew) and in form agreed between the closing price of a share of Common Stock on Company and the ten consecutive trading days before the conversion date TASE Nominee and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise payment of the WarrantExercise Price in NIS in accordance with the representative rate most recently published by the Bank of Israel prior to the date of exercise. The method of payment will be as agreed between the Company and the TASE Nominee. On the date of exercise or as soon as practicable thereafter, the TASE Nominee shall deliver for cancellation to the Company any Warrant Certificates evidencing the Warrants exercised; it being understood that any failure to deliver shall affect the validity of the exercise. (3) As soon as practicable on or after the date of exercise by the TASE Nominee, the Company shall notify the Warrant Agent in writing of the number of Warrants exercised by the TASE Nominee and shall deliver to the Warrant Agent any Warrant Certificates evidencing the Warrants exercised. The Warrant Agent shall promptly thereafter cause the Transfer Agent to issue and deliver to the Holder certificates for TASE Nominee the Common Stock issuable Ordinary Shares deliverable upon such exercise within ten business days after such exercise and the person exercising shall be Warrant Agent shall, if fewer than all Warrants evidenced by a Warrant Certificate were exercised, issue and deliver to the TASE Nominee a Warrant Certificate for any remaining unexercised Warrants evidenced by the Warrant Certificate being exercised. (c) The Warrants are not exercisable unless, at the time of exercise, the Company has a current prospectus covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, or such issuance is exempt under the and the Ordinary Shares have been registered, qualified or deemed to be exempt under the U.S. federal securities laws and under the securities or “blue sky” laws of the states of residence of the exercising U.S. holder of record the Warrants. The Company has filed a registration statement of which the Prospectus is a part, which registration statement has been declared effective by the SEC, covering the issuance of the Common Stock Warrants and the Ordinary Shares issuable upon the exercise of the Warrants. The Company will in good faith and as expeditiously as reasonably possible, endeavor to maintain such exerciseregistration statement effective and keep the Prospectus current. No warrant granted herein Unless notified to the contrary by the Company or its counsel, the Warrant Agent shall be exercisable after 5:00 p.m. Eastern Standard Time entitled to assume that it may issue Ordinary Shares upon the exercise of Warrants in compliance with all applicable federal and state securities laws. In no event shall the Registered Holder of a Warrant be entitled to receive any monetary damages if the issuance of the Ordinary Shares underlying the Warrants is not covered by an effective registration statement or current prospectus. (d) Notwithstanding anything to the contrary contained in this Agreement, in accordance with applicable TASE Directives and as long as the Company’s Ordinary Shares are traded on TASE, no exercise of Warrants will be permitted on the second anniversary record date for the following events: (i) a distribution of bonus shares; (ii) a rights offering; (iii) a distribution of dividends; (iv) a unification of capital; (v) a stock split; or (vi) a reduction in capital (any of the foregoing “Company Event”). In addition, if the “X Date” (as such term is defined in the TASE Directives) occurs prior to the record date of issuancesuch Company Event, no exercise of Warrants will be permitted on such X Date. “TASE Directives” means the directives, rules and regulations published by the TASE, as established from time to time.

Exercise. This Subject to the terms hereof, the Warrants, evidenced by this Warrant Certificate, may be exercised, exercised at the Exercise Price in whole or in part and at any time or in part from time to time, during the period (the "Exercise Period") commencing on January 26the date hereof and terminating at the close of business on June 30, 1999 and 2004 (the "Expiration Date"). The Exercise Period may be extended by the Company's Board of Directors in its sole discretion. A Warrant shall be deemed to have been exercised immediately prior to 5:00 P.M., Eastern Standard Time the close of business on January 26, 2001, by the Holder date (the "Exercise Date") of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay principal offices of this Warrant Certificate with the exercise form attached hereto executed by the Registered Holder and accompanied by payment to the Company, in cash or by official bank or certified check, of an amount equal to the product of (i) the daily mean average aggregate Exercise Price, in lawful money of the closing price United States of America. The person entitled to receive the Shares issuable upon exercise of a share Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the holder of Common Stock such Warrant Shares as of the close of business on the ten consecutive trading days before Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the Warrantsame Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall issue and deliver not be affected by any notice to the contrary. The Warrants shall not entitle the Registered Holder certificates thereof to any of the rights of shareholders or to any dividend declared on the Shares unless the Registered Holder shall have exercised the Warrants and thereby purchased the Warrant Shares prior to the record date for the Common Stock issuable upon determination of holders of Shares entitled to such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuancedividend or other right.

Exercise. (a) This Warrant may be exercised, exercised by the Holder in whole full or in part at any time or in part from time to timetime during the exercise period specified in the first paragraph hereof until the Expiration Date by (x) surrendering this Warrant to the Company, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, (y) giving a subscription form in the form annexed hereto (duly executed by the Holder of this Warrant by Holder) to the surrender of this Warrant Company, and (with the subscription form at the end hereof duly executedz) at the address set forth making payment, in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, cash or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised , or by wire transfer of funds to the account of the Company, in parteither case, in the amount obtained by multiplying (a) the number of shares of Common Stock designated by the Holder is entitled in the subscription form by (b) the Purchase Price then in effect. On any partial exercise the Company will forthwith issue and deliver to receive or upon the order of the Holder a new Warrant covering the number or Warrants of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrantlike tenor, the Company will (a) issue a certificate or certificates in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, providing in the aggregate on the face or faces thereof for the largest purchase of the number of whole shares of the Common Stock for which such Warrant or Warrants may still be exercised. The subscription form may be surrendered by telephone line facsimile transmission to which the telephone numbers shown thereon or such other numbers for the Company or such transfer agent as shall have been specified in writing to the Holder by the Company; provided, however, that if the subscription form is given to the Company by telephone line facsimile transmission the Holder shall be entitled if this Warrant send an original of such subscription form to the Company within ten Business Days after such subscription form is exercised in whole and so given to the Company. (b) deliver the proportionate part thereof if Notwithstanding any other provision of this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, in no event shall the Company Holder be entitled at its option may (a) pay in cash an amount equal any time to the product purchase a number of (i) the daily mean average of the closing price of a share shares of Common Stock on exercise of this Warrant in excess of that number of shares upon purchase of which the ten consecutive trading days before sum of (1) the conversion date number of shares of Common Stock beneficially owned by the Holder and all Aggregated Persons (other than shares of Common Stock deemed beneficially owned through the ownership of the unexercised portion of this Warrant and any of the Company's 5% Senior Custom Convertible Notes due 2000 and any other securities containing similar restrictions by the Holder and all Aggregated Persons) and (ii2) such fraction the number of a share or (b) issue an additional share shares of Common Stock issuable upon exercise of the portion of this Warrant with respect to which the determination in this sentence is being made, would result in beneficial ownership by the Holder and all Aggregated Persons of more than 4.9% of the outstanding shares of Common Stock. Upon exercise For purposes of the Warrantimmediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the immediately preceding sentence. For purposes of the second preceding sentence, the Company shall issue be entitled to rely, and deliver shall be fully protected in relying, on any statement or representation made by the Holder to the Holder certificates Company in connection with a particular exercise of this Warrant, without any obligation on the part of the Company to make any inquiry or investigation or to examine its records or the records of any transfer agent for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceStock.

Exercise. This Subject to the terms hereof, the Warrants evidenced by this Warrant Certificate may be exercised at the Exercise Price in whole or in part at any time during the period (the "Exercise Period") commencing on June 18, 1997 and terminating at 5:00 p.m., Central standard time, on April 30, 2002 (the "Expiration Date"). The Exercise Period may be extended by the Company's Board of Directors. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender to the Company at its principal offices of this Warrant Certificate with the exercise form attached hereto completed and executed by the Registered Holder and accompanied by payment to the Company, in cash or by check (which shall be accepted subject to collection), of an amount equal to the aggregate Exercise Price for the Warrants being exercised, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder lawful money of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in partCanada. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is The person entitled to receive the Shares issuable upon exercise of a new Warrant covering or Warrants ("Warrant Shares") shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Promptly, and in any event within ten business days after the Exercise Date, the Company shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares in respect of which this Warrant has not been exercised deliverable on such exercise. The Company may deem and setting forth treat the proportionate part Registered Holder of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this WarrantWarrants at any time as the absolute owner thereof for all purposes, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver not be affected by any notice to the Holder certificates for contrary. The Warrants shall not entitle the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuance.Registered

Exercise. This Warrant (a) Charitable Benefit Warrants in denominations of one or whole number multiples thereof may be exercised, exercised only by an Approved Qualified Charitable Organization (as set forth on the listing of such organizations described in whole Section 9 hereof) which is the Registered Holder thereof commencing at any time or in part from time to time, commencing on January 26but not after the Warrant Expiration Date, 1999 upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Charitable Benefit Warrant shall be deemed to have been exercised immediately prior to 5:00 P.M.the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, Eastern Standard Time upon exercise thereof, as of the close of business on January 26, 2001, the Exercise Date. If Charitable Benefit Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the Holder same Approved Qualified Charitable Organization Registered Holder, the number of this Warrant by full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment basis of the Aggregate aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Charitable Benefit Warrants have been exercised, the Warrant PriceAgent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same, a Common Stock certificate or certificates for the proportionate part thereof if this shares of Common Stock deliverable upon such exercise, and the Warrant is exercised Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Charitable Benefit Warrants, the Warrant Agent shall promptly notify the Company in part. Payment for Warrant Shares writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall be cause all payments or other amounts in cash or by check made by certified or official bank check payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the Company's bank account. (b) The Company shall not issue fractional shares on the exercise of Charitable Benefit Warrants. If this Warrant is exercised one or more Charitable Benefit Warrants shall be presented for exercise in partfull at the same time by the same Approved Qualified Charitable Organization Registered Holder, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions aggregate number of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the shares purchasable on exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date Charitable Benefit Warrants so presented and (ii) such any fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver be rounded up to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuancenext whole share.

Exercise. This Subject to the terms hereof: the Warrants, evidenced by this Warrant Certificate, may be exercised, exercised at the Exercise Price in whole or in part at any time or in part from time to time, during the period (the “Exercise Period”) commencing on January 26August 15, 1999 2007 as contemplated by the Amendment, Consent and Waiver and terminating at the close of business on November 13, 2007 (the “Expiration Date”). The Exercise Period may also be extended by the Company’s Board of Directors. A Warrant shall be deemed to have been exercised in immediately prior to 5:00 P.M., Eastern Standard Time the close of business on January 26, 2001, by the Holder date (the “Exercise Date”) of the surrender to the Company at its principal offices of this Warrant Certificate with the exercise form attached hereto executed by the surrender Registered Holder and accompanied by payment to the Company, in cash or by official bank or certified check, of this Warrant (with an amount equal to the subscription form at the end hereof duly executed) at the address set forth aggregate Exercise Price, in Section 7(a) hereof, together with proper payment lawful money of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in partUnited States of America. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is The person entitled to receive the Shares issuable upon exercise of a new Warrant covering or Warrants (“Warrant Shares”) shall be treated for all purposes as the number holder of such Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part as of the Aggregate close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Price applicable Shares issuable or deliverable on the exercise of any Warrant or script or cash with respect thereto, but, if Company elects not to such Warrant Shares. Upon such surrender of this Warrantissue a fractional share, the Company will (a) issue pay a certificate or certificates cash adjustment in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu respect of any fractional share fraction of the Common Stock a Warrant Share which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average same fraction of the closing amount by which the market price of a share of Common Stock Share on the ten consecutive trading days before date of exercise exceeds the conversion date and (ii) Exercise Price, such fraction market price to be determined in good faith by the Board of a share or (b) issue an additional share of Common Stock. Upon exercise Directors of the WarrantCompany. If more than one Warrant shall be exercised at one time by the same Registered Holder, the Company number of full Shares which shall issue be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Promptly, and deliver to the Holder certificates for the Common Stock issuable upon such exercise in any event within ten business days after such exercise the Exercise Date, the Company shall cause to be issued and delivered to the person exercising shall be deemed or persons entitled to be receive the holder same, a certificate or certificates for the number of record of the Common Stock issuable upon Warrant Shares deliverable on such exercise. No warrant granted herein The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be exercisable after 5:00 p.m. Eastern Standard Time affected by any notice to the contrary. The Warrants shall not entitle the Registered Holder thereof to any of the rights of shareholders or to any dividend declared on the second anniversary Shares unless the Registered Holder shall have exercised the Warrants and thereby purchased the Warrant Shares prior to the record date for the determination of the date holders of issuanceShares entitled to such dividend or other right.

Exercise. This Warrant Rights may be exercised, in whole exercised at any time or in part from time to time, commencing on January 26, 1999 during the Offering Period upon the terms and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address conditions set forth in Section 7(athe Prospectus and in this Agreement. (a) hereof, together Rights may be exercised by completing and executing the exercise portion of the Subscription Certificate and delivering it to the Subscription Agent along with proper payment of the Aggregate Warrant Price, or Subscription Price for the proportionate part thereof if this Warrant is exercised in part. Payment aggregate number of Common Shares subscribed for Warrant Shares shall be made by certified or official bank check payable prior to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and Expiration Time. (b) deliver A subscription will be accepted by the proportionate part thereof if this Warrant is exercised in partSubscription Agent if, pursuant prior to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the WarrantExpiration Time, the Company at its option may (a) pay in cash an amount equal to the product of Subscription Agent has received (i) the daily mean average payment of the closing price of a share of full Subscription Price for the Common Stock on Shares subscribed for in the ten consecutive trading days before the conversion date Basic Subscription, and (ii) such fraction a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank, trust company, New York Stock Exchange member or member of another national securities exchange guaranteeing delivery of a share properly completed and executed Subscription Certificate. The Subscription Agent will not honor a Notice of Guaranteed Delivery unless a properly completed and executed Subscription Certificate is received by the Subscription Agent by the close of business on the third New York Stock Exchange trading day after the Expiration Time. (c) The Subscription Price shall be paid in United States dollars, by (i) check or draft drawn on a United States bank, or an postal, telegraphic or express money order payable to the Subscription Agent, or (bii) issue by wire transfer of same day funds to an additional share account maintained by the Subscription Agent for the purpose of Common Stockaccepting subscriptions. Upon Wire instructions may be obtained from the Subscription Agent's Reorganization Department at (212) ▇▇▇-▇▇▇▇ (▇-535). (d) Once an Eligible Rights Holder has exercised Rights, such exercise may not be revoked or rescinded. (e) If an Eligible Rights Holder does not indicate the number of Rights being exercised in the Basic Subscription, or does not deliver full payment of the Subscription Price for the number of shares indicated as being subscribed through the exercise of Rights in the WarrantBasic Subscription, the Company shall issue and deliver to the then such Eligible Rights Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall will be deemed to be have exercised Rights to purchase the holder maximum number of record Common Shares determined by dividing the total Subscription Price paid by the Subscription Price per share, but not in excess of the number of Common Stock issuable upon Shares such exercise. No warrant granted herein shall holder may purchase through the exercise of Rights in the Basic Subscription. (f) If an Eligible Rights Holder does not indicate the number of Rights being exercised, but submits payment for more shares than may be exercisable after 5:00 p.m. Eastern Standard Time on purchased through the second anniversary exercise of such Eligible Rights Holder's Rights in the date of issuanceBasic Subscription, the excess payment received from such Eligible Rights Holder will be returned to such Eligible Rights Holder without interest or deduction.

Exercise. This Warrant may be exercised(a) To effect exercises hereunder, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by the surrender of this Warrant is being exercised. Upon delivery of the form of subscription attached hereto (with the subscription form "Subscription Form") to the Company at the end hereof duly executed) at the its address for notice set forth in Section 7(a) hereof, together with proper the Purchase Agreement and upon payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made Exercise Price multiplied by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of that the Holder for the largest number of whole shares of the Common Stock intends to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrantpurchase hereunder, the Company shall promptly (but in no event later than three Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the Holder certificates Holder, a certificate for the Common Stock Warrant Shares issuable upon such exercise within ten business days exercise, which, unless otherwise required by the Purchase Agreement, shall be free of restrictive legends. A "Date of Exercise" means the date on which the Holder shall have delivered to the Company: (i) the Subscription Form, appropriately completed and duly signed and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased. (b) If by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required pursuant to Section 1(a), then the Holder will have the right to rescind such exercise. (c) If by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required pursuant to Section 1(a), and if after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise and (a "Buy-In"), then the person exercising Company shall be deemed (1) pay in cash to be the holder Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of record Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock issuable upon on the Date of Exercise and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exerciseexercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. No warrant granted The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In. (d) The Company's obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall be exercisable after 5:00 p.m. Eastern Standard Time limit a ▇▇▇▇▇▇'s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof. (e) If, following at least 30 days from the registration of the Warrant Shares in accordance with the Registration Rights Agreement, the VWAP of the Common Stock price on any day for any continuous period of twenty (20) days equals or exceeds 200% of the second anniversary Exercise Price, the Company can send a call notice in respect of the Warrants to the Holder requiring the mandatory exercise by the Holder of the Warrants (the “Warrant Call”). The Holders shall have sixty calendar days from the date of issuancethe Warrant Call to exercise the Warrants. If the Holder fails to exercise the Warrant within sixty (60) calendar days from receipt of the Warrant Call, the Warrant shall be cancelled and forfeited and shall become null and void to the extent not then exercised.

Exercise. This Warrant (a) Warrants in denominations of one or whole number multiples thereof may be exercised, in whole exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in part from time the applicable Warrant Certificate. A Warrant shall be deemed to time, commencing on January 26, 1999 and have been exercised immediately prior to 5:00 P.M.the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, Eastern Standard Time upon exercise thereof, as of the close of business on January 26, 2001, the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the Holder same Registered Holder, the number of this full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant by Agent on behalf of the surrender Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of this Common Stock deliverable upon such exercise, and the Warrant (with Agent shall deliver the subscription form at same to the end hereof duly executed) at person or persons entitled thereto. Upon the address set forth exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in Section 7(a) hereof, together with proper writing of such fact and of the number of securities deliverable upon such exercise and shall cause the payment of the Aggregate Warrant Price, an amount in cash or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be by check made by certified or official bank check payable to the order of the Company, equal to the Purchase Price for such securities, to be deposited promptly in the Company's designated bank account. (b) The Company shall not be required to issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If this Warrant is exercised one or more Warrants shall be presented for exercise in partfull at the same time by the same Registered Holder, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to which the Holder shall be entitled if this Warrant unlisted trading privileges, on a national securities exchange, or is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warranttraded on Nasdaq, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the ten consecutive trading days before last business day prior to the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, Warrants on whichever of such exchanges or Nasdaq had the Company shall issue and deliver to the Holder certificates highest average daily trading volume for the Common Stock issuable upon on such exercise within ten business days after such exercise and day; or (2) If the person exercising Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be deemed to be the holder average of record the last reported bid and asked prices of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time reported by the National Quotation Bureau, Inc. on the second anniversary of OTC Electronic Bulletin Board operated by Nasdaq on the last business day prior to the date of issuanceexercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc. on the OTC Electronic Bulletin Board operated by Nasdaq, the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) If (i) on any date the closing price of the Common Stock, as quoted on the Over-the-Counter Bullet Board or the principal exchange on which the Common Stock is listed, for 22 consecutive trading days equals at least $3.00 (subject to adjustment in the event of any subdivision, combination or reclassification affecting the Common Stock) (the “Hurdle Date”) and (ii) the Company has registered on an effective registration statement filed with the Securities and Exchange Commission the Warrant Shares for resale and such registration statement remains effective on the Hurdle Date, then the Company shall have the right, at its option and upon 15 days written notice to the Registered Holder, to terminate this Warrant; provided that (i) the Registered Holder shall have the right to exercise this Warrant at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M.such termination pursuant to Section 1(a). Upon such termination, Eastern Standard Time on January 26the Registered Holder shall have no further rights hereunder. The Registered Holder shall have the right to exercise the Warrant until the termination of the 15-day notice period, 2001, by provided that such 15-day notice period terminates prior to the Holder expiration of this Warrant. (c) Each exercise of this Warrant by shall be deemed to have been effected immediately prior to the surrender close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (with the subscription form at “Exercise Date”). At such time, the end hereof duly executed) at the address set forth person or persons in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, whose name or the proportionate part thereof if this Warrant is exercised in part. Payment names any certificates for Warrant Shares shall be made by certified issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or official bank check payable to the order holders of record of the Company. If Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant is exercised in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is entitled to receive in part only, a new Warrant covering warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares in respect equal (without giving effect to any adjustment therein) to the number of which such shares called for on the face of this Warrant has minus the number of such shares purchased by the Registered Holder upon such exercise. (B) The Company shall not been exercised and setting forth effect the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, (1) to the extent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 4.99% if prior to the exercise the Holder owns less that 4.99% of the issued and outstanding Common Stock of the Company will or (a2) issue a certificate or certificates to the extent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in the name excess of 9.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise, if prior to the exercise the Holder for owns more that 4.99% but less than 9.99% of the largest issued and outstanding Common Stock of the Company (either cap to be referred to as the “Maximum Percentage”). For purposes of the foregoing sentence, the aggregate number of whole shares of the Common Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the Holder determination of such sentence is being made, but shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions exclude shares of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the upon (i) exercise of the Warrantremaining, the Company at unexercised portion of this Warrant beneficially owned by such Person and its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such fraction Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of a share or (bthis paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) issue an additional share of the Securities Exchange Act of 1934, as amended. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the WarrantCompany, including the warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Company shall issue and deliver Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Holder certificates for Company, and (ii) any such increase or decrease will apply only to the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuance.Holder.]1

Exercise. (a) This Warrant may be exercisedexercised one time, in whole or minimum increments of 100,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at any time its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America in the form of a wire transfer or check, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part from time to timeonly, commencing on January 26the Company shall, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the upon surrender of this Warrant, execute and deliver a new Warrant (with evidencing the subscription form at rights of the end Holder hereof duly executed) at to purchase the address set forth in Section 7(a) hereofbalance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Aggregate Warrant Exercise Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in partat such office, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock Warrant Shares, notwithstanding that the stock transfer books of the Corporation shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. The Corporation shall pay any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the Warrant Shares. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 100,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant at the principal office of the Company, accompanied by a written notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange is received by the Company or such later date as may be specified in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such exercise. No warrant granted herein Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares remaining subject to this Warrant, shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary issued as of the date Exchange Date and delivered to the Holder within ten (10) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of issuanceWarrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall be the average closing trading price for the 5 trading day period prior to the Exchange Date.

Exercise. (A) This Warrant may be exercised, exercised in whole or in part at any time and from time to time from and after the date hereof until the termination of the Term (as defined in Section 3 hereof), by delivery to the Company at its principal executive offices of: (i) this Warrant, (ii) the Purchase Form attached hereto as Exhibit A duly completed and executed by the Holder or a permitted assignee, (iii) payment of the purchase price of the Warrant Shares in part accordance with Section 2 below, (iv) if the person to whom the Warrant Shares is a permitted assignee, a duly certified copy of the assignment agreement between the Holder and the permitted assignee in a form reasonably acceptable to the Company and (v) if the Holder is not already a party thereto, a shareholders agreement, in any, and such other agreements as may be reasonably requested by the Company (collectively, the “Stockholders Agreements”), as each may be amended from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder . In lieu of this Warrant by the surrender issuing fractional shares of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender Common Stock upon exercise of this Warrant, the Company shall round down to the next whole number of shares. The Warrant Shares so purchased shall be issued to the Holder as the record and beneficial owner of such Warrant Shares. (B) In addition, the Holder will (a) issue a certificate have the option to exercise this Warrant in conjunction with an Acquisition or certificates in any other event where the name Holder would have the opportunity to sell some or all of the Holder for Warrant Shares, subject to this Warrant (a “Liquidity Event”) or to require the largest number Company to redeem this Warrant immediately prior to the consummation of whole shares such Acquisition or Liquidity Event, in either case on a net exercise basis, with the gross value of this Warrant (prior to the netting out of the Common Stock exercise price) equal to the amount the Holder would have received in such Acquisition or Liquidity Event if it had exercised this Warrant immediately prior to such Acquisition or Liquidity Event and had thereby participated in such Acquisition or Liquidity Event. In connection with an Acquisition or Liquidity Event in which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver has the proportionate part thereof if this Warrant is exercised in part, pursuant opportunity to the provisions sell less than all of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect Warrant Shares, as applicable, subject to the exercise of the this Warrant, the Company at its option may (a) pay in cash an amount equal and mechanism described herein shall apply to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to extent the Holder certificates for elects to participate and any remaining Warrant Shares, that the Common Stock issuable upon such exercise within ten business days after such exercise and Holder does not have the person exercising opportunity to sell shall be deemed continue to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuancesubject to this Warrant.

Exercise. (a) This Warrant may be exercised, exercised by the Holder hereof in whole full or in part at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, time during the exercise period specified in the first paragraph hereof until the Expiration Date by the Holder of this Warrant by the surrender of this Warrant (with and the subscription form at annexed hereto (duly executed by the end hereof duly executed) at Holder), to the address set forth Company's transfer agent and registrar for the Common Stock, with a copy to the Company, and by making payment, in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, cash or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised , in part, the amount obtained by multiplying (a) the number of shares of Common Stock designated by the Holder is entitled in the subscription form by (b) the Purchase Price then in effect. On any partial exercise the Company will forthwith issue and deliver to receive or upon the order of the Holder hereof a new Warrant covering the number or Warrants of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrantlike tenor, the Company will (a) issue a certificate or certificates in the name of the Holder hereof or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, providing in the aggregate on the face or faces thereof for the largest purchase of the number of whole shares of the Common Stock to for which the Holder shall such Warrant or Warrants may still be entitled if this Warrant is exercised in whole and exercised. (b) deliver the proportionate part thereof if Notwithstanding any other provision of this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, in no event shall the Company Holder be entitled at its option may (a) pay in cash an amount equal any time to the product purchase a number of (i) the daily mean average of the closing price of a share shares of Common Stock on exercise of this Warrant in excess of that number of shares upon purchase of which the ten consecutive trading days before sum of (1) the conversion date number of shares of Common Stock beneficially owned by the Holder and all persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, (each such person other than the Holder an "Aggregated Person" and all such persons other than the Holder, collectively, the "Aggregated Persons") (other than shares of Common Stock deemed beneficially owned through the ownership by the Holder and all Aggregated Persons of the Holder of the unexercised portion of this Warrant and the unexercised or unconverted portion of any other security of the Company which contains similar provisions) and (ii2) such fraction the number of a share or (b) issue an additional share shares of Common Stock issuable upon exercise of the portion of this Warrant with respect to which the determination in this sentence is being made, would result in beneficial ownership by the Holder and all Aggregated Persons of the Holder of more than 4.9% of the outstanding shares of Common Stock. Upon exercise For purposes of the Warrantimmediately preceding sentence, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising beneficial ownership shall be deemed to be the holder of record determined in accordance with Section 13(d) of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary 1934 Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the date of issuanceimmediately preceding sentence.

Exercise. (a) This Warrant may be exercised, exercised by the Holder hereof -------- in whole full or in part at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, time during the exercise period specified in the first paragraph hereof until the Expiration Date by the Holder of this Warrant by the surrender of this Warrant (with and the subscription form at annexed hereto (duly executed by the end hereof duly executed) at Holder), to the address set forth Company's transfer agent and registrar for the Common Stock, and by making payment, in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, cash or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised , in part, the amount obtained by multiplying (a) the number of shares of Common Stock designated by the Holder is entitled in the subscription form by (b) the Purchase Price then in effect. On any partial exercise the Company will forthwith issue and deliver to receive or upon the order of the Holder hereof a new Warrant covering the number or Warrants of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrantlike tenor, the Company will (a) issue a certificate or certificates in the name of the Holder hereof or as the Holder (upon payment by the Holder of any applicable transfer taxes) may FORM OF WARRANT request, providing in the aggregate on the face or faces thereof for the largest purchase of the number of whole shares of the Common Stock to for which the Holder shall such Warrant or Warrants may still be entitled if this Warrant is exercised in whole and exercised. (b) deliver the proportionate part thereof if Notwithstanding any other provision of this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, in no event shall the Company Holder be entitled at its option may (a) pay in cash an amount equal any time to the product purchase a number of (i) the daily mean average of the closing price of a share shares of Common Stock on exercise of this Warrant in excess of that number of shares upon purchase of which the ten consecutive trading days before sum of (1) the conversion date number of shares of Common Stock beneficially owned by the Holder and all persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 13D-G thereunder, (each such person other than the Holder a "Related Person" and all such persons other than the Holder, collectively, the "Related Persons") (other than shares of Common Stock deemed beneficially owned through the ownership of the unexercised portion of this Warrant and any of the Company's Senior Convertible Notes due June 3, 2000 by the Holder and all Related Persons) and (ii2) such fraction the number of a share or (b) issue an additional share shares of Common Stock issuable upon exercise of the portion of this Warrant with respect to which the determination in this sentence is being made, would result in beneficial ownership by the Holder and all Related Persons of more than 4.9% of the outstanding shares of Common Stock. Upon exercise For purposes of the Warrantimmediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the immediately preceding sentence. For purposes of the second preceding sentence, the Company shall issue be entitled to rely, and deliver shall be fully protected in relying, on any statement or representation made by the Holder to the Holder certificates Company in connection with a particular exercise of this Warrant, without any obligation on the part of the Company to make any inquiry or investigation or to examine its records or the records of any transfer agent for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuanceStock.

Exercise. This Warrant Rights may be exercised, in whole exercised at any time or in part from time to time, commencing on January 26, 1999 during the Offering Period upon the terms and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address conditions set forth in Section 7(athe Prospectus and in this Agreement. (a) hereof, together Rights may be exercised by completing and executing the exercise portion of the Subscription Certificate and delivering it to the Subscription Agent along with proper payment of the Aggregate Warrant Price, or Subscription Price for the proportionate part thereof if this Warrant is exercised in part. Payment aggregate number of Common Shares subscribed for Warrant Shares shall be made by certified or official bank check payable prior to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and Expiration Time. (b) deliver A subscription will be accepted by the proportionate part thereof if this Warrant is exercised in partSubscription Agent if, pursuant prior to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the WarrantExpiration Time, the Company at its option may (a) pay in cash an amount equal to the product of Subscription Agent has received (i) the daily mean average payment of the closing price of a share of full Subscription Price for the Common Stock on Shares subscribed for in the ten consecutive trading days before the conversion date Basic Subscription, and (ii) such fraction a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank, trust company, New York Stock Exchange member or member of another national securities exchange guaranteeing delivery of a share properly completed and executed Subscription Certificate. The Subscription Agent will not honor a Notice of Guaranteed Delivery unless a properly completed and executed Subscription Certificate is received by the Subscription Agent by the close of business on the third New York Stock Exchange trading day after the Expiration Time. (c) The Subscription Price shall be paid in United States dollars, by (i) check or draft drawn on a United States bank, or an postal, telegraphic or express money order payable to the Subscription Agent, or (bii) issue by wire transfer of same day funds to an additional share account maintained by the Subscription Agent for the purpose of Common Stockaccepting subscriptions the __________ Bank, Account No. Upon ________ (Dema▇▇▇▇▇▇.▇▇▇, ▇▇c.), ABA No. ______________, in accordance with the Wire instructions attached to this Agreement as Appendix B. (d) Once an Eligible Rights Holder has exercised Rights, such exercise may not be revoked or rescinded. (e) If an Eligible Rights Holder does not indicate the number of Rights being exercised in the Basic Subscription, or does not deliver full payment of the Subscription Price for the number of shares indicated as being subscribed through the exercise of Rights in the WarrantBasic Subscription, the Company shall issue and deliver to the then such Eligible Rights Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall will be deemed to be have exercised Rights to purchase the holder maximum number of record Common Shares determined by dividing the total Subscription Price paid by the Subscription Price per share, but not in excess of the number of Common Stock issuable upon Shares such exercise. No warrant granted herein shall holder may purchase through the exercise of Rights in the Basic Subscription. (f) If an Eligible Rights Holder does not indicate the number of Rights being exercised, but submits payment for more shares than may be exercisable after 5:00 p.m. Eastern Standard Time on purchased through the second anniversary exercise of such Eligible Rights Holder's Rights in the date of issuanceBasic Subscription, the excess payment received from such Eligible Rights Holder will be returned to such Eligible Rights Holder without interest or deduction.

Exercise. (a) This Warrant may be exercised in whole or in part by presentation of this Warrant with the Purchase Form as attached hereto duly completed and executed, together with payment of the Warrant Price at the principal office of the Company. Payment of the Warrant Price may be made in cash, by wire transfer, by check or pursuant to the provisions of Section 2(b) below. Upon surrender of the Warrant and payment of such Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder and in such name or names as the Warrantholder may designate a certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with Fractional Warrants, as provided in Section 7 hereof, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of the Warrant and the payment of the Warrant Price, as aforesaid, notwithstanding that the certificates representing the Shares shall not actually have been delivered or that the stock transfer books of the Company shall then be closed. In the event that the Warrant is exercised in respect of less than all of the Shares specified herein at any time prior to the Termination Date, a new Warrant evidencing the remaining Shares will be issued by the Company. The Company shall pay any and all transfer taxes or similar charges, which may become due upon exercise of the Warrant. (b) Notwithstanding any provisions herein to the contrary, so long as and to the extent that this Warrant may be exercised, in whole at any time or in part from time lieu of exercising the Warrant for cash, the holder may elect to time, commencing on January 26, 1999 and prior receive shares of Common Stock equal to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender value (as determined below) of this Warrant (with or the subscription form at portion thereof being exercised). The holder may make the end hereof duly executedelection described in this Section 2(b) at by surrendering this Warrant, delivering a notice of election under this provision and providing the address other documents referenced in Section 2(a), following the procedures set forth in Section 7(asuch section. In such event the Company shall issue (i) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive within thirty (30) days a new Warrant covering substantially in the form hereof representing the number of Warrant Shares in with respect of to which this Warrant has shall not then have been exercised and setting forth (ii) a number of Shares computed using the proportionate part following formula: Y (A-B) X = ------- A Where X = the number of Shares to be issued, Y = the portion of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender being exercised, A = the fair market value of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a one share of Common Stock on (at the ten consecutive trading days before date of such calculation), and B = the conversion date and (ii) such fraction Warrant Price. For purposes of a share or (b) issue an additional the above calculation, fair market value of one share of Common Stock. Upon exercise Stock shall be determined by the Board in good faith; provided, however, that where there exists a public market for the Company's Common Stock at the time of such exercise, fair market value shall mean the average over the preceding ten trading days (or such fewer number of days as such public market has existed) of the Warrantaverage of the high and low prices on the over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation ("Nasdaq") system, the Company shall issue and deliver to the Holder certificates for or if the Common Stock issuable upon of the Company is then traded on a national securities exchange or the Nasdaq Stock Market, the average over the preceding ten (10) trading days (or such exercise within ten business fewer number of days after such exercise and the person exercising shall be deemed to be the holder of record of as the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time has been so traded) of the closing sale prices on the second anniversary of principal national securities exchange or the date of issuanceNasdaq market on which it is so traded.

Exercise. This Warrant may be exercisedThe purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part, at any time time, or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder expiration of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address term set forth in Section 7(a) hereof2, together with proper by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the Aggregate Warrant PricePurchase Price in accordance with the terms set forth below, or and in no event later than three (3) days thereafter, the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares Company shall be made by certified or official bank check payable issue to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive Warrantholder a new Warrant covering certificate for the number of Warrant Shares in respect shares of which this Warrant has not been exercised Preferred Stock purchased and setting forth shall execute the proportionate part acknowledgment of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates exercise in the name form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the Holder for the largest number of whole shares which remain subject to future purchases, if any. Initially, 199,219 shares of the Common Warrant Stock to which the Holder shall be entitled exercisable under this Agreement, with the remaining 246,093 shares becoming exercisable pro rata based on the amount of the Advances made on the Tranche A Loan (e.g., if 50% of the Tranche A Loan is drawn, then 50% of the remaining 246,093 shares of Warrant Stock shall become available under this Agreement). For clarification purposes only, no portion of such 246,093 shares of Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, Stock shall be issuable pursuant to the provisions of the Warrant. In lieu of any fractional share this Warrant until such pro rata portion of the Common Stock which would otherwise Tranche A Loan is drawn by the Company. The Purchase Price may be issuable in respect to paid at the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of Warrantholder’s election either (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and by cash or check, or (ii) such fraction by surrender of all or a share or portion of the Warrant for shares of Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (b“Net Issuance”). If the Warrantholder elects the Net Issuance method, the company will issue Preferred Stock in accordance with the following formula: Where: X= the number of shares of Preferred Stock to be issued to the Warrantholder. Y= the number of shares of Preferred Stock requested to be exercised under this Agreement. A= the fair market value of one (1) issue an additional share of Common Preferred Stock at the time of issuance of such shares of Preferred Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of issuance.

Exercise. This Warrant may (a) Vested Options shall be exercisedexercisable by Executive delivering to the Company, during the Option Period, a Notice of Option Exercise in whole at any time or in part from time to time, commencing on January 26, 1999 the form as attached hereto as Exhibit A (the "Exercise Notice") and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (complying with the subscription form at the end hereof duly executedremaining ten•ns and conditions herein. (b) at the address set forth in Section 7(a) hereof, together with proper The Exercise Notice shall be accompanied by full payment of the Aggregate Warrant Price, exercise price by tender to the Company of an amount equal to the Exercise Price multiplied by the number of underlying shares of Common Stock being purchased (the "Purchase by wire transfer or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified check or official bank check cashier's check, payable to the order of the Company. . (c) Executive's payment for exercise of the Vested Options shall be accompanied by payment of any amount that the Cotnpany, in its sole discretion, deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes If this Warrant is exercised the Executive fails to make such payment in parta timely manner, the Holder is entitled Company may: (i) decline to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part permit exercise of the Aggregate Warrant Price applicable Vested Options or (ii) withhold and set-off against compensation and any other amounts payable to the Executive the amount of such Warrant Sharesrequired payment. Such withholding may be in the shares underlying the Vested Options at the sole discretion of the Company. (d) Upon such surrender receipt of this Warrantthe Purchase Price, together with written notice, and Executive's compliance with the other provisions herein, the Company will (a) issue a certificate or certificates record the Executive as the beneficial owner of the applicable shares of Common Stock in the name books and records of the Holder for the largest number of whole Company. The shares of the Common Stock to which the Holder shall not be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrantcertificated. In lieu of any fractional share of the Common Stock which would otherwise be issuable in With respect to the any exercise of the WarrantVested Options, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates Executive will for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall all purposes be deemed to be have become the holder of record of the number of shares of Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time purchased hereunder on the second anniversary date a properly executed notice and payment of the Purchase Price is received by the Company (the "Exercise Date"), except that, if the date of issuancesuch receipt is a date on which the share transfer books of the Company are closed, Executive will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer books are open.

Exercise. This Warrant Subject to the provisions of Sections 4 and 7, the Options when evidenced by a Option Certificate and such other documents as the Company may require, may be exercisedexercised at a price (the "Exercise Price) of $_.___ (___ Dollars and ___ Hundred and _____-_____thousandths cents) which is 100% percent of the Over the Counter NASD automated interdealer quotation system closing bid price on October 4, 1996 (the "Option Exercise Price"). Each Option may be exercised in whole or in part at any time or during the period commencing with the date vested (as provided in part from the Agreement the "Initial Exercise Date") and terminating at 5:00 p.m. Akron, Ohio time on February 28, 1997 (the "Termination Date"). Each Option shall be deemed to time, commencing on January 26, 1999 and have been exercised immediately prior to 5:00 P.M.the close of business on the date (the "Exercise Date") of the surrender for exercise of the Option Certificate. The exercise form, Eastern Standard Time on January 26, 2001, attached hereto as Exhibit B shall be executed by the Registered Holder of this Warrant by (or Registered Holders) or his attorney duly authorized in writing and will be delivered to the surrender of this Warrant (with the subscription form Company at the end hereof duly executed) at the address set forth in Section 7(a) hereof, its corporate office together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash or by official bank or certified check of an amount equal to the product of (i) the daily mean average aggregate Exercise Price, in lawful money of the closing price United States of a share America. Unless Option Shares may not be issued as provided herein, the person entitled to receive the number of Common Stock Option Shares deliverable on such exercise shall be treated for all purposes as the holder of such Option Shares as of the close of business on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common StockExercise Date. Upon exercise of the WarrantIn addition, the Company shall issue and deliver also, at such time, verify that all of the conditions precedent to the issuance of Option Shares, set forth in Section 4, have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Company shall return the Option Certificate and pertinent Exercise Price payment to the exercising Registered Holder certificates for or may hold the Common Stock same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Option Shares issuable upon or deliverable on the exercise of any Option or scrip or cash therefore and such exercise within ten business days after such exercise and the person exercising fractional shares shall be deemed to of no value whatsoever. If more than one Option shall be exercised at one time by the holder same Registered Holder, the number of record full Option Shares which shall be issuable on exercise thereof shall be computed on the basis of the Common Stock aggregate number of full Option Shares issuable upon on such exercise. No warrant granted herein Once the Company has determined that the funds are determined to be collected, the Company shall notify itscommon stock transfer agent who shall cause a common stock share certificate representing the exercised Options to be exercisable after 5:00 p.m. Eastern Standard Time issued. The Company may deem and treat the Registered Holder of the Options at any time as the absolute owner thereof for all purposes, and thee Company shall not be affected by any notice to the contrary. The Options shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the second anniversary Company's Common Stock or Option unless the holder shall have exercised the Options and purchased the Option Shares prior to the record date fixed by the Board of Directors of the date Company for the determination of issuanceholders of Common Stock entitled to such dividend or other right. 4.

Exercise. This Warrant (a) Preferred Warrants in denominations of one or whole number multiples thereof may be exercised, in whole exercised commencing at any time on or in part from time after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by conditions set forth herein (including the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address provisions set forth in Section 7(aSections 5 and 9 hereof) hereofand in the applicable Warrant Certificate. A Preferred Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with proper payment in cash or by check made payable to the Preferred Warrant Agent for the account of the Aggregate Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Preferred Warrant Price, or Agent. The person entitled to receive the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Preferred Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Series 1 Preferred Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Series 1 Preferred Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Preferred Warrants have been exercised, the Preferred Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same, a Series 1 Preferred Stock certificate or certificates for the shares of Series 1 Preferred Stock deliverable upon such exercise, and the Preferred Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Preferred Warrants, the Preferred Warrant Agent shall promptly notify the Company and the Representative in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, equal to the Holder is entitled Purchase Price, to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates be deposited promptly in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and Company's bank account. (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant The Company shall not be obligated to the provisions of the Warrant. In lieu of issue any fractional share of the Common Stock which would otherwise be issuable in respect to interests or fractional warrant interests upon the exercise of the Warrantany Preferred Warrants, the Company at its option may (a) pay nor shall it be obligated to issue scrip in cash an amount equal to the product lieu of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stockfractional interests. Upon exercise of the WarrantHowever, the Company shall issue pay the Registered Holder of any fractional warrant interest an amount in cash based upon the average of the high and deliver to the Holder certificates low sales prices for the Common Series 1 Preferred Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of NASD Electronic Bulletin Board (or if applicable The NASDAQ Stock Market or an Exchange) during the ten day trading period immediately preceding the date of issuanceexercise.

Exercise. This (a) Each Warrant may be exercisedexercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder). (b) The Board of Directors has approved and determined to submit to stockholders a certificate of amendment to the Company's Certificate of Incorporation to increase the number of shares of authorized Common Stock to 60,000,000 shares (the "Proposed Charter Amendment"). It is understood that if the Proposed Charter Amendment is not filed with the Secretary of State of Delaware by the Initial Warrant Exercise Date, after reserving the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock sold in the Private Placement, including the Series B Preferred Stock underlying the Placement Agent Option, the Company may not have a sufficient number of shares of Common Stock authorized and available for issuance upon exercise of this Warrant. Therefore, prior to the filing of the Proposed Charter Amendment, a holder of this Warrant shall be allowed to exercise this Warrant for only that number of shares of Common Stock equal to the product of the number of authorized, unissued and unreserved shares of Common Stock on the date of exercise multiplied by a fraction, the numerator of which is the total number of Warrant Shares issuable upon exercise of the Warrant held by such holder and the denominator of which is the total number of Warrant Shares issuable upon exercise of the Warrants sold in the Private Placement, including the Placement Agent Option. (c) The Registered Holder may, at its option, at any time on or after the Initial Warrant Exercise Date, exchange Warrants on a cashless basis, in whole at any time or in part from time to time(a "Warrant Exchange"), commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares determined in respect of which accordance with this Section (4)(c), by surrendering the Warrant has not been exercised and setting forth Certificate at the proportionate part principal office of the Aggregate Warrant Price applicable Company, accompanied by a notice stating such Registered Holder's intent to effect such exchange, the number of Warrants to be exchanged and the date on which the Registered Holder requests that such Warrant SharesExchange occur (the "Notice of Exchange"). Upon such surrender The Warrant Exchange shall take place on the date specified in the Notice of this WarrantExchange or, if later, the date the Notice of Exchange is received by the Company will (a) issue the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a certificate or certificates in new Warrant Certificate of like tenor evidencing the name balance of the Warrants remaining subject to the surrendered Warrant Certificate, shall be issued as of the Exchange Date and delivered to the Registered Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant Certificate shall represent the right to subscribe for and acquire the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and Shares (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant rounded to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (anext highest integer) pay in cash an amount equal to the product of (i) the daily mean average number of Warrants specified by the Registered Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the closing Total Number and the existing Exercise Price by (B) the current market price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of Current market price shall have the Warrantmeaning set forth Section 11 hereof, the Company shall issue and deliver to the Holder certificates except that for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of purposes hereof, the date of issuanceexercise, as used in such Section 11 hereof, shall mean the Exchange Date.