Common use of Exercise Clause in Contracts

Exercise. (a) This Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at 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 only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 10,000 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Each Warrant may be exercised one timeby the Registered Holder thereof at any time after the issuance thereof, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrant. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of the Underwriter or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, subject by the Underwriter or such other investment bank or brokerage house, certificates shall immediately be issued without prior notice to collectionthe Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 PeriodWarrant Proceeds"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 the Company may be specified direct in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Datewriting.

Exercise. (a) This Payment of the Warrant Price may be exercised one time, in whole made at the option of the Holder by: (i) certified or minimum increments of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof official bank check payable to the Corporation at its principal office order of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a written portion of shares Common Stock issuable upon such 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 only, the Company shall, upon surrender of this Warrant, execute which shall be valued and deliver a new credited toward the total Warrant evidencing Price due the rights of Company for the Holder hereof to purchase the balance exercise of the Warrant Shares purchasable hereunderbased upon the Fair Market Value thereof. Upon receipt by All shares of Common Stock issuable upon the Corporation exercise of an exercise request and representationsthis Warrant pursuant to the terms hereof shall be validly issued and, together with proper upon payment of the Exercise Warrant Price, at such officeshall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the Holder "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall be deemed to be mean: (a) If the holder Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of record of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the Warrant Sharesaverage closing or last sale price, notwithstanding that respectively, reported for the stock transfer books of last 20 business days immediately preceding 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 SharesDetermination Date. (b) At any time during If the period from issuance to expiration (Company's Common Stock is not traded on the "Exercise Period"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 may, at its option, exchange this Warrant, and the Company agree or in whole or minimum increments the absence of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined 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 matter to be decided. (d) If the Determination Date is the date 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 Section clause (1)(b), by surrendering this d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the principal office Determination Date. The Company shall not be required to issue a fractional share of the Company, accompanied by Common Stock upon exercise of any Warrant. As to any fraction of a written notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on share which the Holder requests that of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such Warrant Exchange occur (exercise, the "Notice Company shall pay an amount in cash equal to the Fair Market Value per share of Exchange"). The Warrant Exchange shall take place Common Stock on the date the Notice of Exchange is received exercise multiplied 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Datefraction.

Exercise. (a) This Each Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office 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 Warrant Agent shall deposit the proceeds received from the exercise of a written exercise request Warrant, and promptly after clearance of checks received in payment of the Exercise Price in lawful money pursuant to such Warrants, 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 United States Registered Holder). Notwithstanding the foregoing, in the case of America payment made in the form of a wire transfer check drawn on an account of Commonwealth or checksuch other investment banks and brokerage houses as the Company shall approve, subject to collectioncertificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, to the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing or as the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Company may direct in respect of the issue or delivery of the Warrant Shareswriting. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the The Registered Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 shares in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b4)(c), by surrendering this the Warrant Certificate at the principal office of the CompanyCompany or at the office of its stock transfer agent, accompanied by a written notice stating such Registered Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, 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 Warrant Exchange and, if applicable, a new Warrant warrant of like tenor evidencing the balance of the shares remaining subject to this such Warrant, shall be issued as of the Exchange Date and delivered to the Registered Holder within ten seven (107) days following the Exchange Date. In connection with any Warrant Exchange, this a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares 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 Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall be have the average closing trading price meaning set forth Section 10(a) hereof, except that for purposes hereof, the 5 trading day period prior to date of exercise, as used in such Section 10(a) hereof, shall mean the Exchange Date.

Exercise. (a) This Each Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office of a written exercise request conditions set forth herein 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 requestCertificate. If this A Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder 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 upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant SharesAgent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing, notwithstanding that the stock transfer books by mail or by telecopy 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 exercise of the issue or delivery Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Shares. (b) At any time during the period from issuance to expiration (the "Exercise Period")Agent, the Holder mayWarrant Agent, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 on behalf of the Company, accompanied shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a written notice stating certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder's intent to effect such exchange) unless within 24 hours of the receipt of the notice, the number Company shall instruct the Warrant Agent by telecopy to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant Shares and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant 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 the Company may be specified direct in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Datewriting.

Exercise. (a) This Each Class D Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in whole the applicable Warrant Certificate. A Class D 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 of those securities upon the exercise of the Class D Warrant as of the close of business on the Exercise Date. As soon as practicable on or minimum increments after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of 10,000 sharesa Class D Warrant and shall notify the Company in writing of the exercise of the Class D Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on any business day on or before behalf of the expiration date listed above Company, shall cause to be issued and delivered by presentation and surrender hereof the Transfer Agent, to the Corporation at its principal office of person or persons entitled to receive the same, a written certificate or certificates for the securities deliverable upon such exercise request and the Exercise Price in lawful money (plus a certificate for any remaining unexercised Class D Warrants of the United States Registered Holder). In the case of America payment made in the form of a wire transfer check drawn on an account of Paramount or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company nor any delay. Upon the exercise of any Class D Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Class D Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Subsections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c). (b) At On the Exercise Date in respect of the exercise of any time during the period from issuance to expiration (the "Exercise Period")Class D Warrant, the Holder mayWarrant Agent shall, at its optionsimultaneously with the distribution of the Warrant Proceeds to the Company, exchange this Warrant, in whole or minimum increments of 10,000 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 on behalf of the Company, accompanied pay from the Warrant Proceeds, a fee of 5% (the "Paramount Fee") of the Purchase Price to Paramount for Class D Warrant exercises solicited by Paramount or its representatives (of which a written notice stating such Holder's intent portion may be reallowed by Paramount to effect such exchangethe dealer who solicited the exercise, which may also be Paramount). In the number event the Paramount Fee is not received within seven days of Warrant Shares to be exchanged and the date on which the Holder requests that such Company receives Warrant Exchange occur (Proceeds, then the "Notice of Exchange"). The Warrant Exchange Paramount Fee shall take place on the date the Notice of Exchange is received begin accruing interest at an annual rate 300 basis points above prime payable by the Company to Paramount at the time Paramount receives the Paramount Fee. Within five days after exercise the Warrant Agent shall send Paramount a copy of the reverse side of each Class D Warrant exercised. In addition, Paramount and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Class D Warrants. Paramount is intended by the parties hereto to be, and is, a third-party beneficiary of this Agreement. The provisions of this paragraph may not be modified, amended or such later date as may deleted without the prior written consent of Paramount. In addition to the foregoing, any costs incurred by Paramount shall be specified promptly reimbursed by the Company. (c) In order to enforce the provisions of Subsection 4(b) above, in the Notice event there is any dispute or question as to the amount or payment of Exchange (the "Exchange Date"). Certificates Paramount Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant purpose of like tenor evidencing depositing the balance entire amount of the shares remaining subject unpaid Paramount Fee claimed by Paramount, which amount will be deducted from the net Warrant Proceeds to this Warrant, shall be issued as of the Exchange Date and delivered paid to the Holder within ten (10) days following Company. The funds placed in the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded escrow account may not be released to the next highest integer) equal to (i) Company without a written agreement from Paramount that the number required Paramount Fee has been received by Paramount. Paramount shall promptly notify the Warrant Agent by facsimile and certified mail in the event of Warrant Shares specified by any such dispute or when 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 DateParamount Fee has been paid.

Exercise. (a) This Each Warrant may be exercised one timeby 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 Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. The Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder, unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of such investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or checkany delay. Upon the exercise of any warrant and clearance of the funds received, subject to collection, the Warrant Agent shall promptly remit the payment received for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 10,000 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 the Company may be specified direct in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Datewriting.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of Royce or checkCBDC or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the Holder mayIf, at its optionthe Exercise Date in respect of the exercise of any Warrant after December 5, exchange this 1997, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in whole or minimum increments writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, accompanied by pay from the Warrant Proceeds, a written notice stating such Holder's intent fee of five percent (5%) (the "Solicitation Fee") of the Purchase Price to effect such exchangeRoyce, as Representative of the number Underwriters; provided that either Royce or CBDC shall have solicited the exercise of the applicable warrant as evidenced in writing in the Warrant Shares Certificate Subscription Form. Upon receipt of the solicitation fee from the Warrant Agent, Royce shall in turn, if and as applicable, forward all (in the event that CBDC solicited the exercise of the applicable warrant as evidenced in writing in the Warrant Certificate Subscription Form) or, if unclear whether CBDC solicited the exercise of the applicable warrant, a portion of the Solicitation Fee to CBDC, to the extent that Royce, in its sole discretion shall determine (of which a portion may be exchanged and reallowed to the dealer who solicited the exercise, which may also be an Underwriter). In the event the Solicitation Fee is not received within five days of the date on which the Holder requests that such Company receives Warrant Exchange occur Proceeds, then the Solicitation Fee shall begin accruing interest at an annual rate of prime plus four percent (the "Notice of Exchange"4%). The Warrant Exchange shall take place on the date the Notice of Exchange is received , payable by the Company to the Underwriters at the time the Underwriters receives the Solicitation Fee. Within five days after exercise the Warrant Agent shall send to the Underwriters a copy of the reverse side of each Warrant exercised. The Underwriters shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, the Underwriters and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or such later date as may be specified deleted without the prior written consent of the Underwriters. (c) In order to enforce the provisions of Section 4(b) above, in the Notice event there is any dispute or question as to the amount or payment of Exchange (the "Exchange Date"). Certificates Solicitation Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant purpose of like tenor evidencing depositing the balance entire amount of the shares remaining subject Solicitation Fee, which amount will be deducted from the net Warrant Proceeds to this Warrant, shall be issued as of the Exchange Date and delivered paid to the Holder within ten (10) days following Company. The funds placed in the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded escrow account may not be released to the next highest integer) equal to (i) Company without a written agreement from Royce that the number of Warrant Shares specified required Solicitation Fee has been received 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 DateRoyce.

Exercise. (a) This Each Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office 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 a written exercise request business on the Exercise Date and the Exercise Price in lawful money person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the United States holder of America in the form of a wire transfer or check, subject to collection, for the Warrant Shares specified in those securities upon the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunderas of the close of business on the Exercise Date. Upon receipt As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Corporation 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 Warrant Certificate for any remaining unexercised Warrants of an exercise request and representationsthe Registered Holder), together with proper unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price, at Price pursuant to such officeWarrants. Upon the exercise of any Warrant and clearance of the funds received, the Holder Warrant Agent shall be deemed to be promptly remit the holder of record of payment received for the 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 Proceeds") to the HolderCompany or as the Company may direct in writing. 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.5 (b) At any time during the period from issuance to expiration (the "Exercise Period"In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Holder may, at its option, exchange Registered Holder's option convert this Warrant, in whole or minimum increments of 10,000 shares (a "Warrant Exchange")in part, into the a number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant at the principal office shares of Common Stock 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 determined by dividing (A) the product aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the Total Number and the existing aggregate Exercise Price of such shares by (B) the current market value Fair 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 Dateone such share.

Exercise. (a) This Warrant Warrants in denominations of one or whole number multiples thereof may be exercised one time, in whole or minimum increments of 10,000 shares, on commencing at any business day time on or before after the expiration date listed above by presentation Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of a written exercise request and business on the Exercise Price 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 Warrant Agent for the account of 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 form Warrant Agent. The person entitled to receive the 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 and in any event within five business days after having received authorization from the Company, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a wire transfer Common Stock certificate or checkcertificates 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 Warrant, 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 collectionsubsection (b) below, for shall cause all payments of an amount in cash or by check made payable to the Warrant Shares specified order of the Company, equal to the Purchase Price, to be deposited promptly in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 SharesCompany's bank account. (b) At any time during upon the period exercise of any Warrants after one (1) year and one day from issuance the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Underwriter, and its and their successors or assigns, of the exercise of any such Warrants and shall, on a weekly basis (subject to expiration (collection of funds constituting the "Exercise Period"tendered Purchase 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 Holder may, at its option, exchange this Warrant, in whole or minimum increments Underwriter (so long as the Underwriter solicited the exercise of 10,000 shares (a "such Warrant Exchange"as indicated upon the Subscription Form attached to the Warrant Certificate tendered for exercise), into the number of Warrant Shares determined in accordance with this Section an amount equal to seven percent (1)(b), by surrendering this Warrant at the principal office 7%) of the Company, accompanied by a Purchase Price of such Warrants being then exercised if 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 certification 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to that (i) the number Warrant is exercised at least 12 months after the date of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less this Prospectus; (ii) the number market price of the Common Stock on the date that the Warrant Shares equal to is exercised is greater than the quotient obtained by dividing exercise price of the Warrants; (Aiii) the product exercise of the Total Number and Warrants was solicited by a member of the existing Exercise Price by National Association of Securities Dealers, Inc.; (Biv) the current market value Warrant is not held in a discretionary account; (v) disclosure of a share the compensation arrangements is made at the time of Common Stock. Current market value shall be the average closing trading price for exercise of the 5 trading day period prior to Warrant; (vi) the Exchange Date.holder of the Warrant has stated in writing that the exercise was solicited and designated in writing the soliciting broker-dealer; and

Exercise. (a) This Each Class C Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in whole the applicable Warrant Certificate. A Class C 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 of those securities upon the exercise of the Class C Warrant as of the close of business on the Exercise Date. As soon as practicable on or minimum increments after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of 10,000 sharesa Class C Warrant and shall notify the Company in writing of the exercise of the Class C Warrants. Promptly following, and in any event within five days after, the date of such notice from the Warrant Agent, the Warrant Agent, on any business day on or before behalf of the expiration date listed above Company, shall cause to be issued and delivered by presentation and surrender hereof the Transfer Agent, to the Corporation at its principal office of person or persons entitled to receive the same, a written exercise request and certificate or certificates for the Exercise Price in lawful money securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Class C Warrants of the United States Registered Holder). In the case of America payment made in the form of a wire transfer check drawn on an account of Paramount or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company nor any delay, provided prompt notice shall be given to the Company following such exercise. Upon the exercise of any Class C Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Class C Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Subsections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c). (b) At On the Exercise Date in respect of the exercise of any time during the period from issuance to expiration (the "Exercise Period")Class C Warrant, the Holder mayWarrant Agent shall, at its optionsimultaneously with the distribution of the Warrant Proceeds to the Company, exchange this Warrant, in whole or minimum increments of 10,000 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 on behalf of the Company, accompanied pay from the Warrant Proceeds, a fee of five percent (5%) (the "Paramount Fee") of the Purchase Price to Paramount for Class C Warrant exercises solicited by Paramount or its representatives (of which a written notice stating such Holder's intent portion may be reallowed by Paramount to effect such exchangethe dealer who solicited the exercise, which may also be Paramount). In the number event the Paramount Fee is not received within seven (7) days of Warrant Shares to be exchanged and the date on which the Holder requests that such Company receives Warrant Exchange occur Proceeds, then the Paramount Fee shall begin accruing interest at an annual rate three hundred (the "Notice of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange is received 300) basis points above prime payable by the Company to Paramount at the time Paramount receives the Paramount Fee. Within five (5) days after exercise the Warrant Agent shall send Paramount a copy of the reverse side of each Class C Warrant exercised. In addition, Paramount and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Class C Warrants. Paramount is intended by the parties hereto to be, and is, a third-party beneficiary of this Agreement. The provisions of this paragraph may not be modified, amended or such later date as may deleted without the prior written consent of Paramount. In addition to the foregoing, any costs incurred by Paramount shall be specified promptly reimbursed by the Company. (c) In order to enforce the provisions of Subsection 4(b) above, in the Notice event there is any dispute or question as to the amount or payment of Exchange (the "Exchange Date"). Certificates Paramount Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant purpose of like tenor evidencing depositing the balance entire amount of the shares remaining subject unpaid Paramount Fee claimed by Paramount, which amount will be deducted from the net Warrant Proceeds to this Warrant, shall be issued as of the Exchange Date and delivered paid to the Holder within ten (10) days following Company. The funds placed in the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded escrow account may not be released to the next highest integer) equal to (i) Company without a written agreement from Paramount that the number required Paramount Fee has been received by Paramount. Paramount shall promptly notify the Warrant Agent by facsimile and certified mail in the event of Warrant Shares specified by any such dispute or when 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 DateParamount Fee has been paid.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, and promptly after clearance of checks received in payment of the Purchase Price pursuant to such Warrants, 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). Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of ▇▇▇▇▇ or checksuch other investment banks and brokerage houses as the Company shall approve, subject to collectioncertificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, to the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing or as the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Company may direct in respect of the issue or delivery of the Warrant Shareswriting. (b) At If on the Exercise Date in respect of the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the receipt of the proceeds upon exercise of the Warrant(s) so exercised shall pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price to ▇▇▇▇▇ (of which a portion may be reallowed to the dealer who solicited the exercise). Within five days after exercise the Warrant Agent shall send ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, ▇▇▇▇▇ may at any time during business hours, examine the period from issuance records of the Warrant Agent, including its ledger of original Warrant Certificates returned to expiration (the "Exercise Period")Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the Holder may, at its option, exchange this Warrant, in whole or minimum increments prior written consent of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares ▇▇▇▇▇. Market price shall be determined in accordance with this the provisions of 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Warrants in denominations of one or whole number multiples thereof may be exercised one time, in whole or minimum increments of 10,000 shares, on commencing at any business day time on or before after the expiration date listed above by presentation Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office conditions set forth herein (including the provisions set forth in Sections 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 a written exercise request and business on the Exercise Price 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 Warrant Agent for the account of 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 form Warrant Agent. The person entitled to receive the 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 wire transfer Common Stock certificate or checkcertificates 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 collectionsubsection (b) below, for shall cause all payments of an amount in cash or by check made payable to the Warrant Shares specified order of the Company, equal to the Applicable Purchase Price, to be deposited promptly in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 SharesCompany's bank account. (b) At any time during upon the period exercise of any Warrants after the date hereof, the 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 (1) year from issuance the date hereof, on a weekly basis (subject to expiration (collection of funds constituting the "Exercise Period"tendered Applicable Purchase 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 Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 Representatives an amount equal to 10% of the CompanyExercise Price for each Warrant being then exercised which was solicited by the Representatives or one of the underwriters participating in this offering, accompanied by a written notice stating unless the Representatives shall have notified the Warrant Agent that the payment of such Holder's intent amount with respect to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange occur (the "Notice Act of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange is received by the Company or such later date 1934, as may be specified in the Notice of Exchange amended (the "Exchange DateAct"). Certificates for , or the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance rules and regulations of the shares remaining subject 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 Warrant, 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 issued as 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 Exchange Date and delivered to the Holder within ten (10) days following the Exchange Date. In connection with exercise of any Warrant Exchangeor Warrants, this Warrant nor shall represent the right it be obligated to subscribe for and acquire the number issue scrip or pay cash in lieu of Warrant Shares (fractional interests. Any fraction equal to or greater than one-half shall be rounded up to the next highest integer) equal to (i) full share or Warrant, as the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") case may be, any fraction 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 than one-half shall be the average closing trading price for the 5 trading day period prior to the Exchange Dateeliminated.

Exercise. (a) This Each Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation conditions set forth herein and in the applicable Warrant Certificate. Warrants may only be exercised for purchase of whole shares of Common Stock. The rights of purchase represented by the Warrants shall be exercisable, at its principal office of a written exercise request and the Exercise Price in lawful money election of the United States of America Registered Holders thereof, either in the form of a wire transfer full or check, subject from time to collection, for the Warrant Shares specified time in the exercise requestpart. If this Warrant should Warrants may be exercised in part only, upon surrender to the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 10,000 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 CompanyWarrant Agent, accompanied by a written notice stating such Holder's intent of the certificate or certificates evidencing the Warrants to effect such exchangebe exercised (except as otherwise provided herein), together with the form of election to purchase on the reverse thereof duly filled in and signed and upon payment to the Warrant Agent for the account of the Company of the purchase price for the number of shares of Common Stock issuable on exercise of the Warrants then being exercised. Payment of the aggregate purchase price shall be made in cash or by certified or official bank check. A Warrant Shares 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 those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five (5) business days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be exchanged 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), unless prior to the date on which of issuance of such certificates the Holder requests that Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant Exchange occur (and clearance of the "Notice of Exchange"). The funds received, the Warrant Exchange Agent shall take place on promptly remit the date payment received for the Notice of Exchange is received by Warrant to the Company or such later date as the Company may be specified direct in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Datewriting.

Exercise. If Tenant elects to renew this Lease for the Renewal Term, Tenant shall exercise such Renewal Option by sending to Landlord written notice thereof (a “Renewal Notice”), by certified mail, return receipt requested, no later than May 1, 2016, and time shall be of the essence with respect to the giving of the Renewal Notice. If Tenant shall send the Renewal Notice within the time and in the manner herein provided, this Lease shall be deemed renewed for the Renewal Term upon the terms, covenants and conditions in this Lease contained, with the exception of (a) This Warrant may the Fixed Rent or Rent Credit and (b) the Premises shall continue to be exercised one timeleased for such Renewal Term in “as is, in whole or minimum increments of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at 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 checkwhere is” condition, subject to collection, for Landlord’s ongoing maintenance and repair obligations pursuant to Section 6.1 hereof. Tenant acknowledges that the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute terms and deliver a new Warrant evidencing the rights provisions of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Lease 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 10,000 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to Renewal Term shall: (i) the number not include a Rent Credit or any other free rent, rent abatement or Landlord’s Contribution, Landlord’s Base Building Contribution or Landlord’s work allowance or contribution of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less any nature, or Landlord’s alterations or work; (ii) provide for the number payment of Warrant Shares equal to Fixed Rent in the quotient obtained by dividing amounts and at the rate set forth in Section 32.3 below; (Aiii) the product be a lease of the Total Number entire Premises as constituted as of March 31, 2017, (iv) be in an “as is, where is” condition, subject to Landlord’s ongoing maintenance and repair obligations pursuant to Section 6.1 hereof. The Base Operating Expenses and Base Taxes shall not be deemed modified during the existing Exercise Price by (B) Renewal Term from 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 Datedefinitions set forth in this Lease.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, and promptly after clearance of checks received in payment of the Purchase Price pursuant to such Warrants, 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). Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of ▇▇▇▇▇ or checksuch other investment banks and brokerage houses as the Company shall approve, subject to collectioncertificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, to the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing or as the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Company may direct in respect of the issue or delivery of the Warrant Shareswriting. (b) At If on the Exercise Date in respect of the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such regulation or any successor regulation or rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the receipt of the proceeds upon exercise of the Warrant(s) so exercised shall pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price to ▇▇▇▇▇ (of which a portion may be reallowed to the dealer who solicited the exercise). Within five days after exercise the Warrant Agent shall send ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, ▇▇▇▇▇ may at any time during business hours, examine the period from issuance records of the Warrant Agent, including its ledger of original Warrant Certificates returned to expiration the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of ▇▇▇▇▇. Market price shall be determined in accordance with the provisions of Section 10. (the "Exercise Period"), the c) The Registered Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 shares in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b4)(c), by surrendering this the Warrant Certificate at the principal office of the CompanyCompany or at the office of its stock transfer agent, accompanied by a written notice stating such Registered Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, 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 Warrant Exchange and, if applicable, a new Warrant warrant of like tenor evidencing the balance of the shares remaining subject to this such Warrant, shall be issued as of the Exchange Date and delivered to the Registered Holder within ten seven (107) days following the Exchange Date. In connection with any Warrant Exchange, this a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Registerd 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 Purchase Price by (B) the current market value of a share of Common Stock. Current market value shall be have the average closing trading price meaning set forth Section 10(a) hereof, except that for purposes hereof, the 5 trading day period prior to date of exercise, as used in such Section 10(a) hereof, shall mean the Exchange Date.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of ▇▇▇▇▇ or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the Holder mayIf, at its option, exchange this the Exercise Date in respect of the exercise of any Warrant, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in whole or minimum increments writing on the warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M which was recently adopted to replace Rule 10b-6 and certain other rules promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, accompanied by pay from the Warrant Proceeds, a written notice stating such Holder's intent fee of 5% (the "▇▇▇▇▇ Fee") of the Purchase Price to effect such exchange▇▇▇▇▇ (of which a portion may be reallowed to the dealer who solicited the exercise, which may also be ▇▇▇▇▇ or ▇.▇. ▇▇▇▇▇ & Co., Inc.). In the number event the ▇▇▇▇▇ Fee is not received within five days of Warrant Shares to be exchanged and the date on which the Holder requests that such Company receives Warrant Exchange occur Proceeds, then the ▇▇▇▇▇ Fee shall begin accruing interest at an annual rate of prime plus four (the "Notice of Exchange"4). The Warrant Exchange shall take place on the date the Notice of Exchange is received `, payable by the Company to ▇▇▇▇▇ at the time ▇▇▇▇▇ receives the ▇▇▇▇▇ Fee. Within five days after exercise the Warrant Agent shall send ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). In addition, ▇▇▇▇▇ and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or such later date as may be specified deleted without the prior written consent of ▇▇▇▇▇. (c) In order to enforce the provisions of Section 4(b) above, in the Notice event there is any dispute or question as to the amount or payment of Exchange (the "Exchange Date"). Certificates ▇▇▇▇▇ Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant purpose of like tenor evidencing depositing the balance entire amount of the shares remaining subject ▇▇▇▇▇ Fee, which amount will be deducted from the net Warrant Proceeds to this Warrant, shall be issued as of the Exchange Date and delivered paid to the Holder within ten (10) days following Company. The funds placed in the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded escrow account may not be released to the next highest integer) equal to (i) Company without a written agreement from ▇▇▇▇▇ that the number of Warrant Shares specified required ▇▇▇▇▇ Fee has been received 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 Exercising Rights Holders may be exercised one timeacquire shares of Common Stock on Primary Subscription (and Record Date Shareholders, in whole or minimum increments of 10,000 sharesaddition, on any business day on or before the expiration date listed above by presentation and surrender hereof pursuant to the Corporation at its principal office of a written exercise request and Over-Subscription Privilege) by delivery to 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 Agent as specified in the exercise request. If this Warrant should be exercised Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Exercising Rights Holder in part only, accordance with and as provided by the Company shall, upon surrender of this Warrant, execute terms and deliver a new Warrant evidencing the rights conditions of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representationsSubscription Certificate, together with proper payment (ii) the Estimated Subscription Price, as disclosed in the Prospectus, for each share of Common Stock subscribed for by exercise of such Rights, in U.S. dollars by money order or check drawn on a bank in the United States, in each case payable to the order of the Exercise Price, at such office, Company or the Holder shall be deemed to be the holder of record of the 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 SharesAgent. (b) At Rights may be exercised at any time during after the period from date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern time on such date as the Company shall designate to expiration the Agent in writing (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 Expiration Date"). Certificates For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the offices of the Agent specified in the Prospectus. (c) Notwithstanding the provisions of Section 4 (a) and 4 (b) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York time on the Expiration Date, if prior to such time the Agent receives a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank, a trust company or a New York Stock Exchange member guaranteeing delivery of (i) payment of the full Subscription Price for the shares issuable upon of Common Stock subscribed for on Primary Subscription and any additional shares of Common Stock subscribed for pursuant to the Over-Subscription Privilege, and (ii) a properly completed and executed Subscription Certificate, then such Warrant Exchange andexercise of Primary Subscription Rights and Over-Subscription Rights shall be regarded as timely, if applicablesubject, a new Warrant of like tenor evidencing the balance however, to receipt of the shares remaining subject to this Warrant, shall be issued as of duly executed Subscription Certificate and full payment for the 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 Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified Common Stock by the Holder in its Notice of Exchange Agent within three Business Days (as defined below) after the Expiration Date (the "Total NumberProtect Period") less and full payment for the Common Stock within ten Business Days after the Confirmation Date (ii) as defined in Section 4(d)). For the number of Warrant Shares equal to the quotient obtained by dividing (A) the product purposes of the Total Number Prospectus and this Agreement, "Business Day" shall mean any day on which trading is conducted on the existing Exercise Price by (B) American Stock Exchange and which is not a Saturday, Sunday or holiday, as defined in 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 DateProspectus.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time after the effective date of the Registration Statement and until the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in whole or minimum increments the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of 10,000 shares, business on any 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 such securities upon exercise of the Warrant Certificate as of the close of business day on the Exercise Date. As soon as practicable on or before after the expiration date listed above by presentation and surrender hereof to Exercise Date, the Corporation at its principal office Warrant Agent shall deposit the proceeds received from the exercise of a written exercise request Warrant, and promptly after clearance of checks received in payment of the Exercise Price in lawful money pursuant to such Warrants, 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 United States Registered Holder, if applicable). Notwithstanding the foregoing, in the case of America payment made in the form of a wire transfer check drawn on an account of Jann▇▇ ▇▇▇t▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇. (the "Representative") or checksuch other investment banks and brokerage houses as the Company shall approve, subject to collectioncertificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 10,000 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 the Company may be specified direct in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Datewriting.

Exercise. (a) This Each Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office 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 Warrant Agent shall deposit the proceeds received from the exercise of a written exercise request Warrant, and promptly after clearance of checks received in payment of the Exercise Price in lawful money pursuant to such Warrants, 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 United States Registered Holder). Notwithstanding the foregoing, in the case of America payment made in the form of a wire transfer check drawn on an account of Commonwealth or checksuch other investment banks and brokerage houses as the Company shall approve, subject to collectioncertificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, to the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing or as the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Company may direct in respect of the issue or delivery of the Warrant Shareswriting. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the The Registered Holder may, at its option, exchange this WarrantWarrant on a cashless basis, in whole or minimum increments of 10,000 shares in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b4)(b), by surrendering this the Warrant Certificate at the principal office of the CompanyCompany or at the office of its stock transfer agent, accompanied by a written an irrevocable notice stating such Registered Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which of the Holder requests that notice of such Warrant Exchange occur intent to exchange (the "Notice of Exchange"). The Registered Holder may send a Notice of Exchange to the Company prior to the Initial Warrant Exercise Date. The Warrant Exchange shall take place on the later of (i) the date the Notice of Exchange is received by the Company or such later date as may be specified in (ii) the Notice of Exchange Initial Warrant Exercise Date (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant warrant of like tenor evidencing the balance of the shares remaining subject to this such Warrant, shall be issued as of the Exchange Date and delivered to the Registered Holder within ten (10) days as soon as is reasonably practicable following the Exchange Date. In connection with any Warrant Exchange, this a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares 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 Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall be have the average closing trading price meaning set forth Section (10)(a) hereof, except that for purposes hereof, the 5 trading day period date of exercise, as used in such Section (10)(a) hereof, shall mean the date of the Notice of Exchange. (c) The holders of the Notes may at any time prior to the Exchange DateMaturity Date present the Notes to the Company in payment of the Exercise Price of all or any portion of the Warrants.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 Warrant Agent shall forward to the Company the proceeds received from the exercise of a Warrant, and promptly after receiving authorization from 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). Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of Commonwealth or checksuch other investment banks and brokerage houses as the Company shall approve, subject to collectioncertificates shall immediately be issued without any delay. Upon the exercise of any Warrant, the Warrant Agent shall promptly forward the proceeds received for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, to the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing or as the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Company may direct in respect of the issue or delivery of the Warrant Shareswriting. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the The Registered Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 shares in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b4)(b), by surrendering this the Warrant Certificate at the principal office of the CompanyCompany or at the office of its stock transfer agent, accompanied by a written notice stating such Registered Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, 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 Warrant Exchange and, if applicable, a new Warrant warrant of like tenor evidencing the balance of the shares remaining subject to this such Warrant, shall be issued as of the Exchange Date and delivered to the Registered Holder within ten seven (107) days following the Exchange Date. In connection with any Warrant Exchange, this a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares 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 Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall be have the average closing trading price meaning set forth Section 11(a) hereof, except that for purposes hereof, the 5 trading day period prior to date of exercise, as used in such Section 11(a) hereof, shall mean the Exchange Date.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of Blai▇ ▇▇ such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or checkany delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the Holder mayIf, at its optionthe Exercise Date in respect of the exercise of any Warrant after______, exchange this 1998, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in whole or minimum increments writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, accompanied pay from the Warrant Proceeds, a fee of 5% (the "Blai▇ ▇▇▇") of the Purchase Price to Blai▇ (▇▇ which a portion may be reallowed by a written notice stating such Holder's intent to effect such exchangeBlai▇ ▇▇ the dealer who solicited the exercise, which may also be Blai▇ ▇▇ D.H. ▇▇▇▇▇ & ▇o., Inc.). In the number event the Blai▇ ▇▇▇ is not received within five days of Warrant Shares to be exchanged and the date on which the Holder requests that such Company receives Warrant Exchange occur Proceeds, then the Blai▇ ▇▇▇ shall begin accruing interest at an annual rate of prime plus four percent (the "Notice of Exchange"4%). The Warrant Exchange shall take place on the date the Notice of Exchange is received , payable by the Company or such later date as may be specified to Blai▇ ▇▇ the time Blai▇ ▇▇▇eives the Blai▇ ▇▇▇. Within five days after the exercise, the Warrant Agent shall send to Blai▇ ▇ ▇opy of the reverse side of each Warrant exercised. Blai▇ ▇▇▇ll reimburse the Warrant Agent, upon request, for its reasonable expenses (c) In order to enforce the provisions of Section 4(b) above, in the Notice event there is any dispute or question as to the amount or payment of Exchange (the "Exchange Date"). Certificates Blai▇ ▇▇▇, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant purpose of like tenor evidencing depositing the balance entire amount of the shares remaining subject Blai▇ ▇▇▇, which amount will be deducted from the net Warrant Proceeds to this Warrant, shall be issued as of the Exchange Date and delivered paid to the Holder within ten (10) days following Company. The funds placed in the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded escrow account may not be released to the next highest integer) equal to (i) Company without a written agreement from Blai▇ ▇▇▇t the number of Warrant Shares specified required Blai▇ ▇▇▇ has been received 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 DateBlai▇.

Exercise. (a) This Each Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. Promptly following the exercise of any Warrant and receipt of proceeds in the form of cleared funds (the "Cleared Funds") representing the Purchase Price from the exercise of a written Warrant (the "Warrant Proceeds"), 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 securities deliverable upon such exercise request and the Exercise Price in lawful money (plus a certificate for any remaining unexercised Warrants of the United States Registered Holder). In the case of America payment made in the form of a wire transfer check drawn on an account of Paramount or checksuch other investment banks and brokerage houses as the Company shall approve, subject to collection, for certificates shall immediately be issued upon the exercise of any Warrant and receipt of Cleared Funds received from the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 SharesProceeds. (b) At On the Exercise Date in respect of the exercise of any time during Warrant, the period Company shall pay from issuance to expiration Cleared Funds received from the Warrant Proceeds, a fee of 5% (the "Exercise PeriodParamount Fee"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 CompanyPurchase Price to Paramount for Warrant exercises solicited by Paramount or its representatives (of which a portion may be reallowed by Paramount to the dealer who solicited the exercise, accompanied by a written notice stating such Holder's intent to effect such exchange, which may also be Paramount). In the number event the Paramount Fee is not received within seven days of Warrant Shares to be exchanged and the date on which the Holder requests that such Company receives Cleared Funds received from Warrant Exchange occur Proceeds, then the Paramount Fee shall begin accruing interest at an annual rate of prime plus three (the "Notice of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange is received 3)%, payable by the Company to Paramount at the time Paramount receives the Paramount Fee. Within five days after exercise the Company, at the request of Paramount, shall send Paramount a copy of the reverse side of each Warrant exercised. In addition, Paramount may at any time during business hours, examine the records of the Company, including its ledger of original Warrant Certificates returned to the Company upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or such later date as may deleted without the prior written consent of Paramount. In addition to the foregoing, any costs incurred by Paramount shall be specified promptly reimbursed by the Company. (c) In order to enforce the provisions of Section 4(b) above, in the Notice event there is any dispute or question as to the amount or payment of Exchange (the "Exchange Date"). Certificates Paramount Fee, the Company is hereby expressly authorized to establish an escrow account for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant purpose of like tenor evidencing depositing the balance entire amount of the shares remaining subject to this Warrantunpaid Paramount Fee, shall which amount will be issued as of deducted from the Exchange Date and delivered net Warrant Proceeds paid to the Holder within ten (10) days following Company. The funds placed in the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded escrow account may not be released to the next highest integer) equal to (i) Company without a written agreement from Paramount that the number of Warrant Shares specified required Paramount Fee has been received by Paramount. Paramount shall promptly notify 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.escrow

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time after the issuance thereof, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrant. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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, unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of the Representative or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, subject by the Representative or such other investment bank or brokerage house, certificates shall immediately be issued without prior notice to collectionthe Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 PeriodWarrant Proceeds"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 the Company may be specified direct in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Datewriting.

Exercise. (a) This Each Warrant may be exercised one timeby 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 Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or checkany delay. Upon the exercise of any Warrant and clearance of the funds received, subject to collection, the Warrant Agent shall promptly remit the payment received for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, to the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing or as the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Company may direct in respect of the issue or delivery of the Warrant Shareswriting. (b) At If, at the Exercise Date in respect of the exercise of any Warrant at any time during on or after the period from issuance to expiration first anniversary of the date hereof (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the Financial Industry Regulatory authority ("Exercise PeriodFINRA"), (iii) the Holder mayWarrant was not held in a discretionary account, at its option, exchange this Warrant, in whole or minimum increments (iv) disclosure of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule l0b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised shall, on behalf of the Company, accompanied by pay from the proceeds received upon exercise of the Warrant(s), a written notice stating such Holder's intent fee of five percent of the Purchase Price to effect such exchangethe dealer who solicited the exercise. The Company shall reimburse the Warrant Agent, the number of Warrant Shares upon request, for its reasonable expenses relating to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"compliance with this Section 4(b). The Warrant Exchange shall take place on the date the Notice provisions of Exchange is received by the Company or such later date as this paragraph may be specified in modified, amended or deleted with the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance prior written consent of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 DateCompany.

Exercise. (a) This Warrant may be exercised one timeby the Registered Holder, in whole or minimum increments of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at 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 only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b)part, by surrendering this Warrant Warrant, with the form of election to purchase appended hereto as Exhibit I duly completed and executed by such Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by a written notice stating such Holder's intent to effect such exchange, payment in full of the Purchase Price payable in respect of the number of shares of Warrant Shares Stock purchased upon such exercise in cash or by certified or official bank check payable to the order of the Company. Any exercise of this Warrant may be exchanged and made subject to the date on which satisfaction of one or more conditions (including, without limitation, the Holder requests that such Warrant Exchange occur (consummation of a sale of the "Notice capital stock of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange is received by the Company or a merger or other business combination involving the Company) which are set forth in a writing which is made a part of or is appended to the aforementioned form of election to purchase notice (as the case may be) by the Registered Holder. (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 shall have been surrendered to the Company as provided in subsection 1(a) above. At such later date as may time, the person or persons in whose name or names any certificates for Warrant Stock shall be specified in the Notice of Exchange (the "Exchange Date"). Certificates for the shares 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 Warrant Exchange Stock represented by such certificates. (c) 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, subject to the terms and conditions hereof, 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 shares of Warrant Stock to which such Registered Holder shall be entitled upon such 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, if applicable (ii) in case such exercise is in part only, a new Warrant warrant or warrants (dated the date hereof) of like tenor evidencing tenor, calling in the balance of aggregate on the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe face or faces thereof for and acquire the number of shares of Warrant Shares Stock equal (rounded without giving effect to the next highest integerany adjustment therein) equal to (i) the number of such shares called for on the face of this Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) minus the number of Warrant Shares equal to such shares purchased by the quotient obtained by dividing (ARegistered Holder upon such exercise as provided in subsection 1(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 Dateabove.

Exercise. (a) This Warrant may be exercised one timeby the Registered Holder, in whole or minimum increments of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at 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 only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b)part, by surrendering this Warrant 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 a written notice stating such Holder's intent to effect such exchangepayment 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) [intentionally omitted] (c) Each exercise of this Warrant shall be deemed to be exchanged and have been effected immediately prior to the date close of business on the day on which this Warrant shall have been surrendered to the Holder requests that such Warrant Exchange occur Company as provided in subsection 1(a) above accompanied by payment in full of the Purchase Price (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 Exercise Date"). Certificates At such time, the person or persons in whose name or names any certificates for the shares 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 Warrant Exchange 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 5 business 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, if applicable (ii) in case such exercise is in part only, a new Warrant warrant or warrants (dated the date hereof) of like tenor evidencing tenor, calling in the balance of aggregate on the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe face or faces thereof for and acquire the number of remaining Warrant 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 DateShares.

Exercise. (a) This Warrant Warrants in denominations of one or whole number multiples thereof may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof commencing at any business day time on or before after the expiration date listed above by presentation Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office of a written exercise request conditions set forth herein 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 applicable Warrant Shares specified in the exercise requestCertificate. If this A Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder 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 Warrant Sharesclose 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, notwithstanding that the stock transfer books number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the Corporation 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 Agent on behalf of the Company shall then cause to be closed or that certificates representing such Warrant Shares shall not then be actually delivered issued to the Holderperson 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. The Corporation Upon the exercise of any one or more Warrants, the Warrant Agent shall pay any promptly notify the Company in writing of such fact and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect of the issue number of securities deliverable upon such exercise and shall cause the payment of an amount in cash or delivery by check made payable to the order of the Warrant SharesCompany, equal to the Purchase Price for such securities, to be deposited promptly in the Company's designated bank account. (b) At any time during The Company shall not be required to issue fractional shares on the period from exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance to expiration (by the "Exercise Period"), the Holder may, at its option, exchange this Warrant, Company of one or more whole shares. If one or more Warrants shall be presented for exercise in whole or minimum increments of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant full at the principal office of same time by the Company, accompanied by a written notice stating such same Registered Holder's intent to effect such exchange, the number of Warrant Shares to whole shares which shall 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing exercise thereof shall be computed on the balance basis of the aggregate number of shares remaining subject to this Warrant, shall be issued as purchasable on exercise of the Exchange Date and delivered to Warrants so presented. If any fraction of a share would, except for the Holder within ten (10) days following provisions provided herein, be issuable on the Exchange Date. In connection with exercise of any Warrant Exchange(or specified portion thereof), this Warrant the Company shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) pay an amount in cash equal to (i) the number of Warrant Shares specified such fraction multiplied by the Holder in its Notice then current market value of Exchange a share of Common Stock, determined as follows: (1) If the "Total Number") less (ii) the number of Warrant Shares equal Common Stock is listed, or admitted to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) unlisted trading privileges, on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock. Current 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 exercise 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 closing trading price for of the 5 trading last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the OTC Electronic Bulletin Board operated by Nasdaq on the last business day period prior to the Exchange Datedate 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. 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 Each Class A Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office of a written exercise request conditions set forth herein 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 applicable Warrant Shares specified in the exercise requestCertificate. If this A Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder 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 Registered Holder of record those securities upon the exercise of the Warrant Shares, notwithstanding that the stock transfer books as of the Corporation close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall then deposit in a non-interest bearing account at Chase Manhattan Bank or such other bank as the Warrant Agent may designate, the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly thereafter, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be closed or that certificates representing such Warrant Shares shall not then be actually issued and delivered by the Transfer Agent, to the Holder. The Corporation shall pay person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect remaining unexercised Warrants of the issue or delivery Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant Sharesand clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. (b) At If, subsequent to June 28, 1999 in respect of the exercise of any time during the period from issuance to expiration (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrants, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and such member was designated in whole or minimum increments writing by the holder of 10,000 shares such Warrant as having solicited such Warrant, (iii) the Warrant was not held in a "Warrant Exchange")discretionary account, into the number (iv) disclosure of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised, shall, on behalf of the Company, accompanied by pay to ▇▇▇▇▇▇▇▇▇, or to the NASD member soliciting such Warrant(s) if not ▇▇▇▇▇▇▇▇▇, from the proceeds received upon exercise of the Warrant(s), a written notice stating such Holder's intent fee of 5% of the Purchase Price (of which 1% may be reallowed to effect such exchangethe dealer who solicited the exercise, which may also be ▇▇▇▇▇▇▇▇▇). Within five days after exercise, the number Warrant Agent shall send ▇▇▇▇▇▇▇▇▇ a copy of the reverse side of each Warrant Shares exercised. ▇▇▇▇▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to be exchanged compliance with this Section. In addition, ▇▇▇▇▇▇▇▇▇ and the date on which Company may at any time during business hours, examine the Holder requests that such records of the Warrant Exchange occur (Agent, including its ledger of original Warrant Certificates returned to the "Notice Warrant Agent upon exercise of Exchange")Warrants. The Warrant Exchange shall take place on provisions of this paragraph may not be modified, amended or deleted without the date the Notice prior written consent 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or prior to the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in whole 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or minimum increments after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of 10,000 sharesa Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on any business day on or before behalf of the expiration date listed above Company, shall cause to be issued and delivered by presentation and surrender hereof the Transfer Agent, to the Corporation at its principal office of person or persons entitled to receive the same, a written certificate or certificates for the securities deliverable upon such exercise request and the Exercise Price in lawful money (plus a certificate for any remaining unexercised Warrants of the United States Registered Holder), unless prior to the date of America issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the form Purchase Price pursuant to such Warrants. Upon the exercise of a wire transfer or checkany Warrant and clearance of the funds received, subject to collection, the Warrant Agent shall promptly remit the payment received for the Warrant Shares specified (the "Warrant Proceeds") to the Company or as the Company may direct in writing. If at the time of exercise of any Warrant (i) the market price of the Common Stock is greater than the then exercise price of the Warrant, (ii) the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt is solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and the soliciting member is designated in writing by the Corporation holder of an the Warrants as the NASD member soliciting the exercise, (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the exercise request and representationsof the Warrant is not in violation of Rule 101 of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, together with proper as amended, then such member shall be entitled to receive from the Company following exercise of each of the Warrants so exercised a fee of five percent (5%) of the aggregate exercise price of the Warrants so exercised (the "Solicitation Fee"). The procedures for payment of the Exercise Price, at such officeFee are as follows: (i) The Company hereby authorizes and instructs the Warrant Agent to deliver to any member of the NASD, the Holder Solicitation Fee, if payable, in respect of each exercise of Warrants, promptly after receipt by the Warrant Agent from the Company of a check payable to the order of such member in the amount of such Solicitation Fee. In the event that a Solicitation Fee is paid to a member with respect to a Warrant which the Company or the Warrant Agent determines is not properly completed for exercise or in respect of which the member is not entitled to a Solicitation Fee, the member will return such Solicitation Fee to the Warrant Agent which shall be deemed forthwith return such fee to be the holder of record Company. The Company may at any time during business hours examine the records of the Warrant SharesAgent, notwithstanding that the stock transfer books including its ledger of the Corporation shall then be closed or that original Warrant certificates representing such Warrant Shares shall not then be actually delivered returned to the HolderWarrant Agent upon exercise of Warrants. The Corporation shall pay Notwithstanding any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect of provision to the issue or delivery of the Warrant Shares. (b) At any time during the period from issuance to expiration (the "Exercise Period")contrary, the Holder mayprovisions of this paragraph may not be modified, at its option, exchange this Warrant, in whole amended or minimum increments of 10,000 shares (a "Warrant Exchange"), into deleted without the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant at the principal office prior written consent 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Each Warrant may be exercised one timeby the Registered Holder thereof at any time after the issuance thereof, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrant. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of the Representatives or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, subject by the Representatives or such other investment bank or brokerage house, certificates shall immediately be issued without prior notice to collectionthe Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 PeriodWarrant Proceeds"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 the Company may be specified direct in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Datewriting.

Exercise. (a) This Each Warrant may be exercised one timeby 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 whole 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 minimum increments after the Exercise Date, the Warrant Agent shall deposit the cash or check received from the exercise of 10,000 sharesa Warrant in an account for the benefit of the Company and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any business day remaining unexercised Warrants of the Registered Holder), provided that the Warrant Agent shall refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or as the Company may direct in writing. Notwithstanding anything in the foregoing to the contrary, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission a registration statement under the Act covering the shares of Preferred Stock issuable upon exercise of such Warrant and such shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of such Warrant. The Company shall use its best efforts to have all shares so registered or qualified on or before the expiration date listed above by presentation and surrender hereof to on which the Corporation at 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 only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 SharesWarrants become exercisable. (b) At If, on the Exercise Date in respect of the exercise of any Warrant at any time during on or after the period from issuance to expiration (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 first anniversary of the Companydate hereof, 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number Market Price of Warrant Shares specified by the Holder in its Notice Preferred Stock is greater than the then Purchase Price of Exchange (the "Total Number") less Warrant, (ii) the number exercise of the Warrant Shares equal was solicited by the Underwriter at such time as the Underwriter is a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant was not held in a discretionary account, (iv) disclosure of the compensation arrangement was made both at the time of the original offering and at the time of exercise, and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 or any successor rule promulgated under the Securities Exchange Act of 1934, as amended, which may be in effect as of such time of exercise, then the Underwriter shall be entitled to receive, upon exercise of the Warrant(s), a fee of five percent (5%) of the Purchase Price (the "Solicitation Fee"). Within five days after the exercise, the Warrant Agent shall send to the quotient obtained by dividing (A) the product Underwriter a copy of the Total Number reverse side of the Warrant certificate relating to each Warrant exercised. In the event the Underwriter is entitled to a Solicitation Fee with respect to any such exercise, the Underwriter shall deliver to the Company (i) a copy of the reverse side of the Warrant(s) and (ii) a certificate, executed by the President or Vice President of the Underwriter, certifying that the conditions set forth above have been met with respect to such exercise. Within five days after receipt thereof by the Company, the Company shall remit to the Underwriter the Solicitation Fees to which the Underwriter is entitled. The Underwriter shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, the Underwriter and the existing Exercise Price by (B) Company may, at any time during business hours, examine the current market value records of a share the Warrant Agent, including its ledger of Common Stock. Current market value shall be the average closing trading price for the 5 trading day period prior original Warrant certificates returned to the Exchange DateWarrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of the Underwriter and the Company.

Exercise. (a) This Each Class A Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation Initial Class A Warrant Exercise Date, but not after the Class A Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office of a written exercise request conditions set forth herein 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 applicable Class A Warrant Shares specified in the exercise requestCertificate. If this A Class A Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder 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 those securities upon the exercise of the Class A Warrant Shares, notwithstanding that the stock transfer books as of the Corporation close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall then deposit the proceeds received from the exercise of a Class A Warrant and shall notify the Company in writing of the exercise of the Class A Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be closed or that certificates representing such Warrant Shares shall not then be actually issued and delivered by the Transfer Agent, to the Holder. The Corporation shall pay person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect remaining unexercised Class A Warrants of the issue or delivery Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Class A Warrants. Upon the exercise of any Class A Warrant Sharesand clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Class A Warrant (the "Class A Warrant Proceeds") to the Company or as the Company may direct in writing, subject to the provisions of Section 4 hereof. (b) At any time during In the period from issuance to expiration (event that Class A Warrants have not been exercised or redeemed on or before the "Exercise Period")Class A Warrant Expiration Date, the Holder may, at its option, Company promptly shall issue to the Registered Holders of such Class A Warrants shares of Common Stock in exchange this Warrant, in whole or minimum increments of 10,000 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 for 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 expired Class A Warrants in the Notice ratio of Exchange one (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within ten (101) 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 Warrant 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 StockStock for each one thousand (1000) expired Class A Warrants. Current market value The Company shall not be the average closing trading price for the 5 trading day period prior required to the Exchange Dateissue fractions of shares of Common Stock and shall not be required to pay cash in lieu thereof under this paragraph (b) in respect of amounts of Class A Warrants less than one thousand (1000).

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of ▇▇▇▇▇ or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the Holder mayIf, at its optionthe Exercise Date in respect of the exercise of any Warrant after , exchange this 1997, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in whole or minimum increments writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, accompanied pay from the Warrant Proceeds, a fee of 5% (the "▇▇▇▇▇ Fee") of the Purchase Price to ▇▇▇▇▇ (of which a portion may be reallowed by a written notice stating such Holder's intent ▇▇▇▇▇ to effect such exchangethe dealer who solicited the exercise, which may also be ▇▇▇▇▇ or ▇.▇. ▇▇▇▇▇ & Co., Inc.). In the number event the ▇▇▇▇▇ Fee is not received within five days of Warrant Shares to be exchanged and the date on which the Holder requests that such Company receives Warrant Exchange occur Proceeds, then the ▇▇▇▇▇ Fee shall begin accruing interest at an annual rate of prime plus four (the "Notice of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange is received 4)%, payable by the Company to ▇▇▇▇▇ at the time ▇▇▇▇▇ receives the ▇▇▇▇▇ Fee. Within five days after exercise the Warrant Agent shall send to ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). In addition, ▇▇▇▇▇ and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or such later date as may be specified deleted without the prior written consent of ▇▇▇▇▇. (c) In order to enforce the provisions of Section 4(b) above, in the Notice event there is any dispute or question as to the amount or payment of Exchange (the "Exchange Date"). Certificates ▇▇▇▇▇ Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant purpose of like tenor evidencing depositing the balance entire amount of the shares remaining subject ▇▇▇▇▇ Fee, which amount will be deducted from the net Warrant Proceeds to this Warrant, shall be issued as of the Exchange Date and delivered paid to the Holder within ten (10) days following Company. The funds placed in the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded escrow account may not be released to the next highest integer) equal to (i) Company without a written agreement from ▇▇▇▇▇ that the number of Warrant Shares specified required ▇▇▇▇▇ Fee has been received 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 Warrants in denominations of one or whole number multiples thereof may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office 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 a written exercise request and business on the Exercise Price 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 Warrant Agent for the account of the Company of an amount in lawful money of the United States of America in equal to the form applicable Warrant Price, have been received by the Warrant Agent. 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 at business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a wire transfer Warrant and shall notify the Company in writing of the exercise of such Warrant. Promptly following, and in any event within five business days after, the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or checkpersons entitled to receive the same, subject a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to collectionthe date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Warrant Price pursuant to such Warrants. Upon the exercise of any Warrants and clearance of the funds received, the Warrant Agent shall promptly, and in no event later than three business days following the day in which the funds clear, remit the payment received for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, to the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing or as the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Company may direct in respect of the issue or delivery of the Warrant Shareswriting. (b) At any time during the period from No issuance to expiration (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section shall be made unless there is an effective registration statement under the Securities Act (1)(bor an exemption therefrom), and registration or qualification of the Warrant Shares (or an exemption therefrom) has been obtained from the state or other regulatory authorities in the jurisdiction in which such Warrant Shares are sold. The Company will provide to the Warrant Agent written confirmation of all such registration or qualification, or an exemption therefrom, when requested by surrendering the Warrant Agent. (c) Notwithstanding any other provision of this Agreement to the contrary, no issuance of the Warrant at Shares shall be made, and the principal office Company is authorized to refuse to honor the exercise of any Warrant, if the exercise of any Warrant would result, in the opinion of the Company's Board of Directors upon advice of counsel, accompanied by a in the violation of law. (d) Upon at least thirty (30) days prior written notice stating such Holder's intent to effect such exchangeall Registered Holders of Warrants, the number Company shall have the right to reduce the Warrant Price and/or to extend the term of the Warrants beyond the Warrant Shares Expiration Date 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Expiration Date.

Exercise. (a) This Each Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation hereof, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office of a written exercise request conditions set forth herein 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 applicable Warrant Shares specified in the exercise requestCertificate. If this A Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder 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 upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Shares, notwithstanding that Agent shall deposit the stock transfer books proceeds received from the exercise of a Warrant and shall notify the Company in writing 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 exercise of the issue or delivery Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Shares. (b) At any time during the period from issuance to expiration (the "Exercise Period")Agent, the Holder mayWarrant Agent, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 on behalf of the Company, accompanied shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a written notice stating certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder's intent ), unless prior to effect the date of issuance of such exchangecertificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the number of Warrant Shares Agent shall promptly remit the payment received for the Warrant 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 the Company may be specified direct in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Datewriting.

Exercise. (a) This Warrant Warrants in denominations of one or whole number multiples thereof may be exercised one timeat any time commencing with the Initial Warrant Exercise Date, in whole or minimum increments and ending at the close of 10,000 sharesbusiness on the Warrant Expiration Date, on any business day on or before upon the expiration date listed above by presentation terms and surrender hereof subject to the Corporation at its principal office conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of a written exercise request and business on the Exercise Price 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 Warrant Agent for the account of 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 form Warrant Agent. The person entitled to receive the 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 and in any event within five business days after such date, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a wire transfer Common Stock certificate or checkcertificates 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 Warrant, 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 collectionsubsection (b) below, for shall cause all payments of an amount in cash or by check made payable to the Warrant Shares specified order of the Company, equal to the Purchase Price, to be deposited promptly in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 SharesCompany's bank account. (b) At any time during upon the period exercise of any Warrants after 181 days from issuance the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Underwriter, and its successors or assigns, of the exercise of any such Warrants and shall, on a (1) the Underwriter shall have notified the Warrant Agent that the payment of such amount with respect to expiration such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended, (the "Exercise PeriodExchange Act"), or the Holder mayrules and regulations of the National Association of Securities Dealers, at its optionInc. ("NASD") or applicable state securities of "blue sky" laws, exchange this Warrantor (2) the Warrants are those underlying the Underwriter's Warrants, or (3) the market price of the Common Stock on the subject Exercise Date is lower than the Purchase Price, or (4) the Warrants are held in a discretionary account, or (5) the Warrants are exercised in an unsolicited transaction, in whole or minimum increments any of 10,000 shares (a "which events the Warrant Exchange"), into Agent shall pay such amount to the number of Company; provided that the Warrant Shares determined in accordance with 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 aggregate $1,000, and provided further, that, in any event, any such payment (1)(b), regardless of amount) shall be made not less frequently than monthly. (c) The Company shall not be required to issue fractional shares upon the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by surrendering this Warrant the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the principal office of same time by the Company, accompanied by a written notice stating such same Registered Holder's intent to effect such exchange, the number of Warrant Shares to whole shares which shall 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing exercise thereof shall be computed on the balance basis of the aggregate number of shares remaining subject to this Warrant, shall be issued as purchasable on exercise of the Exchange Date and delivered to Warrants so presented. If any fraction of a share would, except for the Holder within ten (10) days following provisions provided herein, be issuable on the Exchange Date. In connection with exercise of any Warrant Exchange(or specified portion thereof), this Warrant the Company shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) pay an amount in cash equal to (i) the number of Warrant Shares specified such fraction multiplied by the Holder in its Notice 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 the New York Stock Exchange (the "Total NumberNYSE") less or the American Stock Exchange (ii"AMEX") the number of Warrant Shares equal to the quotient obtained by dividing or is traded on The Nasdaq National Market (A) the product of the Total Number and the existing Exercise Price by (B) " Nasdaq/NM"), the current market value of a share of Common Stock. Current Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges or Nasdaq/NM 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 either the NYSE or the AMEX and is not traded on Nasdaq/NM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the last sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock is not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX, and is not traded on Nasdaq/NM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported 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 closing trading price for of the 5 trading last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day period prior to the Exchange Datedate of exercise of the Warrants; or (5) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported 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 in accordance with generally accepted accounting principles, consistently applied.

Exercise. A. Subject to the provisions of Section 5 H. below, a Rights Holder may exercise Rights held by such Rights Holder by properly completing, signing and delivering the Subscription Rights Certificate representing such Rights, with any required signature guarantees, together with payment in full of the Subscription Price for the aggregate number of Underlying Shares subscribed for pursuant to such Rights Holder’s exercise of the Basic Subscription Privilege. Subject to the provisions of Section 5 H. below, a Rights Holder may also exercise Basic Subscription Privileges by complying with the procedures described in Section 5 F, below, with respect to DTC Exercised Rights (aas hereinafter defined). Except as provided in Sections 5 D. and 5 F., below, and subject to Section 6, below, Subscription Rights Certificates and payment of the Subscription Price must be received by the Agent before the Expiration Time, and a Right will not be deemed exercised until the Agent receives both payment of the Subscription Price and a duly executed Subscription Rights Certificate (or until the Guaranteed Delivery Procedures set forth in Section 5 D., below, or the procedures with respect to DTC Exercised Rights set forth in Section 5 F., below, have been complied with). Once a Rights Holder has exercised a Right, such exercise may not be revoked. The Rights will expire at the Expiration Time. The Company may notify the Subscription Agent either orally or in writing of any extension of the Expiration Time. If the Company gives an oral notice of an extension, it will confirm such extension in writing. B. Unless a Subscription Rights Certificate (i) This Warrant provides that the Underlying Shares to be issued pursuant to the exercise of Rights represented thereby are to be registered in the name of and delivered to the registered holder of such Subscription Rights Certificate, or (ii) is submitted for the account of a member firm of a Signature Guarantee Medallion Program (each, an “Eligible Institution”), signatures on such Subscription Rights Certificate must be guaranteed by an Eligible Guarantor Institution, as defined in Rule 17Ad-15(a)(2) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). C. The Subscription Price will be payable in United States dollars (i) by check, certified check or bank draft drawn upon a United States bank, or postal, telegraphic or express money order, payable to the order of the Agent, or (ii) by wire transfer of funds to the account of the Agent, as agent for the Company maintained for such purpose at the ▇▇▇▇▇▇ Trust and Savings Bank, Chicago, IL, ABA #: 071 000 288; For further credit to account number: ▇▇▇▇▇▇▇; Name on Account: Computershare / CanArgo Energy Corporation Rights Offering; Reference: CanArgo Energy Corporation/ Account Name; credit to (Subscriber’s name, for further credit to CanArgo Energy Corporation Rights Offering). The Subscription Price will be deemed to have been received by the Agent only upon (i) clearance of any uncertified check, (ii) receipt by the Agent of any certified check or bank draft drawn upon a United States bank, or any postal, telegraphic or express money order, or (ii) receipt of collected funds in the Agent’s account designated above, in payment of the Subscription Price. D. If a Rights Holder (other than a Foreign Record Date Rights Holder for whom the following procedures will not be available) wishes to exercise Rights, but time will not permit such Rights Holder to cause the Subscription Rights Certificate or Certificates evidencing such Rights to reach the Agent at or prior to the Expiration Time, such Rights may nevertheless be exercised one timeif all of the following conditions (the “Guaranteed Delivery Procedures”) are met: (i) Such Rights Holder has caused payment in full of the Subscription Price for the aggregate number of Underlying Shares subscribed for pursuant to such Rights Holder’s exercise of the Basic Subscription Privilege to be received as set forth in Section 5 C. above, in whole or minimum increments of 10,000 shares, on any business day on by the Agent at or before the expiration date listed above by presentation and surrender hereof Expiration Time; (ii) The Agent receives, at or prior to the Corporation at its principal office Expiration Time, a guarantee notice (a “Notice of a written exercise request and the Exercise Price in lawful money of the United States of America Guaranteed Delivery”), substantially in the form of a wire transfer or checkExhibit D attached hereto, subject to collectionfrom an Eligible Institution, for stating the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights name of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 exercising Rights 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 10,000 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 Rights represented by the Subscription Rights Certificate or Certificates held by such exercising Rights Holder, the number of Underlying Shares being subscribed for pursuant to be exchanged the Basic Subscription Privilege, and guaranteeing the delivery to the Subscription Agent of the Subscription Rights Certificate or Certificates evidencing such Rights within three (3) consecutive days on which there is the trading of securities on The American Stock Exchange (“AMEX Trading Days”) following 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 Guaranteed Delivery; and (iii) The properly completed Subscription Rights Certificate or Certificates evidencing the Rights being exercised, with any required signatures guarantee, are received by the Company or such later Agent within three (3) AMEX Trading Days following the date as may be specified in of the Notice of Exchange (the "Exchange Date")Guaranteed Delivery relating thereto. Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant The Notice of like tenor evidencing the balance of the shares remaining subject to this Warrant, shall Guaranteed Delivery may be issued as of the Exchange Date and delivered to the Holder within ten Agent in the same manner as Subscription Rights Certificates, or may be transmitted to the Agent by telegram or facsimile transmission (10telecopy no. (▇▇▇) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire ▇▇▇-▇▇▇▇). E. If a Subscription Rights Certificate does not indicate the number of Warrant Underlying Shares (rounded subscribed for or if the Subscription Price payment forwarded to the next highest integer) equal Agent is insufficient to (i) purchase the number of Warrant Underlying Shares specified subscribed for, the Rights Holder will be deemed to have exercised the Basic Subscription Privilege with respect to the maximum number of whole Underlying Shares that may be subscribed for based on the Subscription Price delivered to the Agent and, to the extent that the payment delivered by such Rights Holder exceeds the aggregate Subscription Price with respect to the Basic Subscription Privilege, the Rights Holder will be refunded the amount of the overpayment without interest. F. Rights may be transferred, and the exercise of the Basic Subscription Privilege may be effected, through the facilities of The Depository Trust Company (Rights so exercised are referred to as “DTC Exercised Rights”). G. The Agent will pay to, credit to the account of, or otherwise transfer to the Company all funds received by the Agent in payment of the Subscription Price for Underlying Shares subscribed for pursuant to the Basic Subscription Privilege as soon as practicable following the Expiration Time. Pending such payment, all such funds shall be handled and transmitted in accordance with the provisions of Rule 15c2-4 under the Exchange Act. H. The Company may notify the Agent either orally or in writing that (1) it will not issue shares of Common Stock to any Rights Holder who is required, in its Notice the Company’s sole judgment and discretion, to obtain prior clearance, approval or nondisapproval from any foreign or domestic state or federal bank regulatory authority to own or control such shares unless, prior to the Expiration Time, evidence of Exchange such clearance, approval or nondisapproval has been provided to the Company; or (the "Total Number"2) less (ii) it will limit the number of Warrant Shares equal shares issuable to any Rights Holder if, as a result of exercises of Rights, in the aggregate or to any Rights Holder, there exists a risk, in the Company’s sole judgment and discretion, that certain tax benefits will be subject to limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) or there exists a risk of any other adverse tax consequence 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 DateCompany.

Exercise. (ai) This A Warrant Holder may be exercised one timeexercise the Warrants, in whole or minimum increments in part, to purchase the Underlying Shares in such amounts as may be elected upon surrender of 10,000 sharesthe Warrant Certificates therefor with the subscription form thereon duly executed, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation Company at its principal corporate office of a written exercise request and at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, together with the Exercise full Underlying Share Purchase Price for each Underlying Share to be purchased, (i) in lawful money of the United States, or by certified check or bank draft payable in United States dollars to the order of America the Company or (ii) cancellation of all or any part of the unpaid principal amount of indebtedness outstanding under the Loan Agreement in an amount equal to the Underlying Share Purchase Price and upon compliance with and subject to the conditions set forth herein and in the form Warrant Certificate. (ii) Upon receipt of such Warrant Certificates together with the Subscription Form attached hereto as Exhibit D (or a wire transfer or check, subject to collection, reasonable --------- facsimile thereof) thereon duly executed and accompanied by payment of the Underlying Share Purchase Price for the Warrant number of Underlying Shares specified in the exercise request. If this Warrant should be exercised in part onlyfor which such Warrants are then being exercised, the Company shall, upon surrender subject to Section ------- 5(b) hereof, cause to be issued and delivered promptly, but in all events within ---- three (3) Business Days of this Warrantreceipt by the Company of 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. (iii) In case a Warrant Holder shall exercise Warrants with respect to less than all of the Underlying Shares, the Company will execute and deliver a new Warrant evidencing Certificate, as represented by a warrant certificate substantially in the rights of the Holder hereof to purchase form attached hereto as Exhibit A, exercisable for the balance of the Underlying Shares that may be purchased upon exercise of such Warrants and deliver such new Warrant Shares purchasable hereunderCertificate to the Warrant Holder. Upon receipt Warrant Certificates shall be executed on behalf of the Company by the Corporation of an exercise request and representations, together with proper payment Company's Chairman of the Exercise PriceBoard, at such officePresident or any Vice President and by its Treasurer, the Holder an Assistant Treasurer, its Secretary or an Assistant Secretary. (iv) Warrants 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 Underlying Shares and any Warrant Certificate representing the unexercised portion of the Warrants deliverable upon such exercise shall be treated for all purposes as the holder of record such Underlying Shares and unexercised Warrants, respectively, upon such exercise as of the Warrant Shares, notwithstanding close of business on the Exercise Date. (v) The Company covenants and agrees 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 it will pay when due and payable any and all transfer agent fees, documentary stamp or similar issue or transfer taxes that may be payable in respect of the issue or delivery of the Warrants or the issue of any Underlying Shares. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer by the Warrant Shares. (b) At Holder of the Warrants or any Underlying Shares to any person or entity at the time during of surrender. Until the period from issuance payment of the tax referred to expiration (in the "Exercise Period")previous sentence and the presentation to the Company by the Warrant Holder of reasonable proof of such payment, the Holder may, at its option, exchange this Warrant, in whole Company shall not be required to issue such Underlying Shares or minimum increments of 10,000 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares remaining subject Certificates representing unexercised Warrants to this Warrant, shall be issued as of the 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 Warrant 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 Datetransferee.

Exercise. (a) This Warrant Warrants in denominations of one or whole number multiples thereof may be exercised one timeat any time commencing with the Initial Warrant Exercise Date, in whole or minimum increments and ending at the close of 10,000 sharesbusiness on the Warrant Expiration Date, on any business day on or before upon the expiration date listed above by presentation terms and surrender hereof subject to the Corporation at its principal office of a written exercise request conditions set forth herein (including the provisions set forth in Sections 5 and the Exercise Price in lawful money of the United States of America 9 hereof) and in the form of a wire transfer or check, subject to collection, for the applicable Warrant Shares specified in the exercise requestCertificate. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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.A (b) At any time during upon the period exercise of any Warrants after 181 days from issuance to expiration (the "Exercise Period")date hereof, the Holder mayWarrant Agent shall, at on a daily basis, within two business days after such exercise, notify the Underwriter, and its optionsuccessors or assigns, exchange this Warrant, in whole or minimum increments of 10,000 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 Companyexercise of any such Warrants and shall, accompanied by on a written notice stating weekly basis (subject to collection of funds constituting the (1) the Underwriter shall have notified the Warrant Agent that the payment of such Holder's intent amount with respect to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange occur (the "Notice Act of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange is received by the Company or such later date 1934, as may be specified in the Notice of Exchange amended, (the "Exchange DateAct"). Certificates for , or the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance rules and regulations of the shares remaining National Association of Securities Dealers, Inc. ("NASD") or applicable state securities of "blue sky" laws, or (2) the Warrants are those underlying the Underwriter's Warrants, or (3) the market price of the Common Stock on the subject Exercise Date is lower than the Purchase Price, or (4) the Warrants are held in a discretionary account, or (5) the Warrants are exercised in an unsolicited transaction, in any of which events the Warrant Agent shall pay such amount to the Company; provided that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Warrant, 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 issued suspended until the amount payable aggregate $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 required to issue fractional shares upon the exercise of Warrants. Warrants may only be exercised in such multiples as of are required to permit the 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 Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified issuance by the Holder in its Notice Company of one or more whole shares. If one or more Warrants (1) If the Common Stock is listed or admitted to unlisted trading privileges on the New York Stock Exchange (the "Total NumberNYSE") less or the American Stock Exchange (ii"AMEX") the number of Warrant Shares equal to the quotient obtained by dividing or is traded on The Nasdaq National Market (A) the product of the Total Number and the existing Exercise Price by (B) " Nasdaq/NM"), the current market value of a share of Common Stock. Current 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 exercise of the Warrants on whichever of such exchanges or Nasdaq/NM 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 either the NYSE or the AMEX and is not traded on Nasdaq/NM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the average of the last reported closing bid and asked prices (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading price for session on the 5 trading last business day period prior to the Exchange Datedate of exercise of the Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock is not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX, and is not traded on Nasdaq/NM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or other national securities exchange (other than the NYSE or the AMEX), 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 exercise of the Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported 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 (5) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported 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 in accordance with generally accepted accounting principles, consistently applied.

Exercise. (a) This Each Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Warrant Holder at any business day time on or before after the expiration date listed above by presentation Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office 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 a written business on the Exercise Date and the person entitled to receive the Ordinary Shares deliverable upon such exercise request and shall be treated for all purposes as the holder of those Ordinary Shares upon the exercise of the Warrant as of the close of business on the Exercise Date, provided that the payment of the Exercise Price in lawful money of is cleared. As soon as practicable on or after the United States of America in the form of a wire transfer or checkExercise Date, subject to collection, for the Warrant Shares specified in Agent shall deposit the proceeds received from the exercise request. If this of any Warrant should be exercised in part only, into a segregated interest bearing money market account and shall notify the Company shall, upon surrender in writing of this Warrant, execute and deliver a new Warrant evidencing such exercise. Promptly following the rights clearance of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at and in any event within seven days after the date of such officenotice from the Warrant Agent (but only if the payment of the exercise price is cleared by that date), the Holder Warrant Agent, on behalf of the Company, shall be deemed cause the Transfer Agent to be issue and deliver to the holder of record person or persons entitled to receive the same, a certificate or certificates for the Ordinary Shares deliverable upon such exercise and the Warrant Agent will issue and deliver to such person or persons a Warrant Certificate for any remaining unexercised Warrants of the 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 Holder) unless prior to the Holderdate of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance and delivery. The Corporation Warrant Agent shall pay remit any and all transfer agent fees, documentary stamp amounts received upon the exercise of Warrants (the “Warrant Proceeds”) to the Company (or similar issue or transfer taxes payable as the Company may direct in respect writing) promptly after the clearance of the issue or delivery funds and the issuance of the Warrant SharesOrdinary Shares purchased. (b) At any The Warrants are not exercisable unless, at the time during the period from issuance to expiration (the "Exercise Period")of exercise, the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 shares (Company has a "Warrant Exchange"), into current prospectus covering the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant at the principal office issuance of the CompanyOrdinary Shares issuable upon exercise of the Warrants, accompanied by a written notice stating or such Holder's intent to effect such exchangeissuance is exempt under, and the number of Warrant Shares ordinary shares have been registered, qualified or are deemed to be exchanged 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 the Warrants. The Company has filed a registration statement (Registration No. 333-115095) of which the Prospectus is a part, which registration statement has been declared effective by the SEC, covering the issuance of the Warrants and the date on which Ordinary Shares issuable upon the Holder requests that such Warrant Exchange occur (exercise of the "Notice of Exchange")Warrants. The Warrant Exchange shall take place on Company will in good faith and as expeditiously as reasonably possible, endeavor to maintain such registration statement effective and to keep the date Prospectus included therein, current. Unless notified to the Notice of Exchange is received contrary by the Company or its counsel, the Warrant Agent shall be entitled to assume that it may issue Ordinary Shares upon the exercise of Warrants in compliance with all applicable federal and state securities laws. (c) All questions concerning the timeliness, validity, form and eligibility of any exercise of Warrants will be determined by the Company, and its determinations will be final and binding. The Company, at its sole discretion, may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such later date time as it may be specified determine, or reject the purported exercise of any Warrant by reason of any defect or irregularity in the Notice of Exchange (the "Exchange Date")such exercise. Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance Payments of the shares remaining subject exercise price will not be deemed to this Warrant, shall have been received or accepted until all irregularities have been waived or cured within such time as the Company determines in its sole discretion. The Company will not be issued as under any duty to notify the Warrant Holder of any defect or irregularity in connection with the exercise of the Exchange Date Warrant or incur any liability for failure to give such notification. However, liabilities under the U.S. federal securities laws cannot be waived. (d) An exercise of a Warrant by a Warrant Holder is final and delivered may not be revoked. (e) In the event that a Warrant Holder fails 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 specify the number of Ordinary Shares it wishes to purchase upon exercise of a Warrant, or if the payment made by such Warrant Holder in connection with the exercise of the Warrant is not sufficient to pay the total Exercise Price for all of the Ordinary Shares (rounded that such Warrant Holder indicated it wished to purchase, the next highest integer) equal exercising Warrant Holder will be deemed to (i) have purchased the maximum number of Ordinary Shares that could be purchased for the Warrant Shares specified by Proceeds. If the Holder in its Notice of Exchange (Warrant Proceeds exceed the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product total Exercise Price for all of the Total Number and Ordinary Shares the existing Exercise Price by (B) exercising Warrant Holder elected to purchase, the current market value of a share of Common Stock. Current market value shall be Warrant Agent will refund the average closing trading price for the 5 trading day period prior balance to the Exchange Datesuch Warrant Holder, bearing no interest.

Exercise. (a) This The Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office 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 a written exercise request business on the Exercise Date and the Exercise Price in lawful money 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 United States close of America in business on the form of a wire transfer Exercise Date. As soon as practicable on or check, subject to collection, for after the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part onlyExercise Date, the Company shall, upon surrender shall deposit the proceeds received from the exercise of this a Warrant, execute and deliver a new Warrant evidencing the rights promptly after clearance of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper checks received in payment of the Exercise PricePrice pursuant to such Warrants, at such office, the Holder shall be deemed cause to be issued and delivered to the holder of record person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised portion of the 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 Registered 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 The Registered Holder may, at its option, exchange this WarrantWarrant on a cashless basis, in whole or minimum increments of 10,000 shares in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b4)(b), by surrendering this the Warrant Certificate at the principal office of the CompanyCorporate Office, accompanied by a written an irrevocable notice stating such Registered Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which of the Holder requests that notice of such Warrant Exchange occur intent to exchange (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 Warrant Exchange and, if applicable, a new Warrant warrant of like tenor evidencing the balance of the shares remaining subject to this such Warrant, shall be issued as of the Exchange Date and delivered to the Registered Holder within ten (10) days as soon as is reasonably practicable following the Exchange Date. In connection with any Warrant Exchange, this a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares 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 Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stockan Ordinary Share. Current market value value, for purposes hereof, shall be mean the average closing trading price for the 5 trading day period prior to ten business days immediately preceding the Exchange Datedate of the Notice of Exchange.

Exercise. (a) This Subject to compliance with all applicable securities laws, this Warrant may be exercised one time, in whole or minimum increments of 10,000 sharesin part, at any time or from time to time, on any business day commencing on the earlier of (i) May __, 1998, or (ii) immediately prior to a Terminating Transaction under Section 12 (such date being herein referred to as "Commencement Date") and before the expiration date listed above by presentation and surrender hereof Expiration Date, for up to the Corporation at its principal office Maximum Number 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 Purchasable Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 10,000 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 CompanyCompany at 1901 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, accompanied San Jose, California, 95110, with the subscription form attached hereto duly executed by a written notice stating such the Registered Holder's intent , and payment, in cash and/or cancellation of bona fide indebtedness of the Company to effect such exchangethe Registered Holder, of an amount equal to the product obtained by multiplying (i) the number of shares of Warrant Shares Stock 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 purchased by the Company Registered Holder by (ii) the Warrant Price or such later date as may be specified in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such adjusted Warrant Exchange andPrice therefor, if applicable, as determined in accordance with the terms hereof. Upon a partial exercise of this Warrant: (i) the Maximum Purchasable Number of Shares immediately prior to such partial exercise shall be reduced by the number of shares of Warrant Stock purchased upon such exercise of this Warrant, and (ii) this Warrant shall be surrendered by the Registered Holder and replaced with a new Warrant of like tenor evidencing with respect to which the balance new Maximum Purchasable Number of Shares Amount is the former Maximum Purchasable Number of Shares Amount as so reduced. 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 above, and the person entitled to receive the shares remaining subject to this Warrant, of Warrant Stock issuable upon such exercise shall be issued treated for all purposes as the holder of record of such shares as of the Exchange Date close of business on such date. As soon as practicable on or after such date, the Company shall issue and delivered deliver to the Holder within ten (10) days following person or persons entitled to receive the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe same a certificate or certificates for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number whole shares 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 DateStock issuable upon such exercise.

Exercise. (a) This Each Warrant or Additional Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by Furman Selz at any business day time on or before after the expiration date listed above by presentation Initial Exe▇▇▇▇▇ ▇▇▇▇, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office of a written exercise request conditions set forth herein and the Exercise Price in lawful money of the United States of America in the form of a wire transfer applicable Warrant Certificate. A Warrant or check, subject to collection, for the Additional Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder 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 those securities upon the exercise of the Warrant Shares, notwithstanding that the stock transfer books as of the Corporation close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall then deposit the process received from the exercise of a Warrant or Additional Warrant and shall notify the Company in any of the exercise thereof. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be closed issued and delivered by the Transfer Agent, to the person or that persons entitled to receive the same, a certificate or certificates representing for the securities deliverable upon such exercise, (plus a Warrant Certificate for any remaining unexercised Warrants or Additional Warrants of Furman Selz) unless prior to the date of issuance o▇ ▇▇▇▇ ▇▇▇▇ificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to 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 SharesAdditional Warrants. (b) At Upon the exercise of any time during Warrant or Additional Warrants and clearance of the period from issuance to expiration funds received the Warrant Agent shall promptly remit the payment received for the Warrant (the "Exercise PeriodWarrant Proceeds")) to the Company or as the Company may direct in writing. Furman Selz may remit payment in cash or by deliver▇ ▇▇ ▇▇▇ ▇▇mpany of shares of Series A Common Stock with a fair market value equal to the aggregate Purchase Price with respect to the Warrants or Additional Warrants exercised. For the purposes of this Section, fair market value shall mean the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 closing bid price of the Company, accompanied by a written notice stating Series A Common Stock as reported on the NASDAQ SmallCap Market or such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date other stock market on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place Series A Common Stock is trading 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 immediately prior to the Exchange Exercise Date.

Exercise. (a) This Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on in part at any business day on or before the expiration date listed above time by presentation of this Warrant with the Purchase Form as attached hereto duly completed and surrender hereof to executed, together with payment of the Corporation Warrant Price at its the principal office of a written exercise request and the Exercise Price in lawful money Company. Payment of the United States of America Warrant Price may be made in the form of a cash, by wire transfer or by check, subject to collection, for . Upon surrender of the Warrant Shares specified in the exercise request. If this and payment of such Warrant should be exercised in part onlyPrice as aforesaid, the Company shall, shall issue and cause to be delivered with all reasonable dispatch to or upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights written order of the Holder hereof to purchase Warrantholder and in such name or names as the balance Warrantholder may designate a certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representationsWarrant, together with proper payment Fractional Warrants, as provided in Section 8 hereof, in respect of the Exercise Price, at any fractional Shares otherwise issuable upon such office, the Holder surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be the 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 Sharesand 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 Corporation Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holderclosed. The Corporation Warrant shall pay any and all transfer agent feesbe exercisable, documentary stamp at the election of the Warrantholder, either in full or similar issue or transfer taxes payable from time to time in part and, in the event that a certificate evidencing the Warrant is exercised in respect of the issue or delivery less than all of the Warrant Shares. (b) At Shares specified therein at any time during prior to the period from issuance to expiration (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 Termination Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor certificate evidencing the balance of the shares remaining subject to this Warrant, shall Warrant will be issued as of the 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 Warrant 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 DateCompany.

Exercise. (a) This Each Warrant may be exercised by the Registered Holder thereof at any time during the two year period commencing one timeyear from the Effective Date, or earlier with the consent of the Underwriter, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrant. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of the Representative or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, by the Representative or such other investment bank or brokerage house, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collectionthe provisions of Paragraphs 4(b) and 4(c) of this Agreement. TRANS GLOBAL SERVICES, for INC. WARRANT AGREEMENT (b) If, at the Exercise Date in respect of the exercise of any Warrant after one year from the Effective Date, (i) the market price of the Company's Common Stock is greater than the Purchase Price then in effect, (ii) the exercise of the Warrant Shares specified was solicited by a member of the National Association of Securities Dealers, Inc. (ANASD"), (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise request. If this of the Warrant should was not in violation of Rule 10b-6 (as such rule or any successor rule may be exercised in part onlyeffect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 10,000 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 on behalf of the Company, accompanied by pay from the Warrant Proceeds, a written notice stating such Holder's intent to effect such exchange, the number fee of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur six percent (6%) (the "Notice Underwriter's Fee") of Exchange"the Purchase Price to the Underwriter (a portion of which may be reallowed by the Underwriter to the dealer who solicited the exercise, which may also be the Underwriter). The Warrant Exchange shall take place on In the date event the Notice of Exchange Underwriter's Fee 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder not paid within ten (10) days following of the Exchange Datedate on which the Company receives Warrant Proceeds, then the Underwriter's Fee shall begin accruing interest at an annual rate of prime plus three (3)%, payable by the Company to the Underwriter at the time the Company pays the Underwriter"s Fee. Within five (5) business days after exercise, the Warrant Agent shall send to the Underwriter a copy of the reverse side of each Warrant exercised. The Underwriter shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Paragraph 4(b). In connection with addition, the Underwriter and the Company may, at any time during business hours, examine the records of the Warrant ExchangeAgent, this including its ledger of original Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded Certificates returned to the next highest integerWarrant Agent upon exercise of Warrants. The provisions of this Paragraph 4(b) equal may not be modified, amended or deleted without the prior written consent of the Representative. (c) In order to (ienforce the provisions of Paragraph 4(b) of this Agreement, the number Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Shares specified Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Underwriter's Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from the Underwriter that the required the Underwriter's Fee has been received 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 DateUnderwriter.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the date hereof, 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five business days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of the Underwriter or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At If, at the Exercise Date in respect of the exercise of any Warrant after ____________, 1998, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time during of the period original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from issuance to expiration the Warrant Proceeds, a fee of 5% (the "Exercise PeriodFee"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 CompanyPurchase Price to the Underwriter (of which a portion may be reallowed by the Underwriter to the dealer who solicited the exercise, accompanied by a written notice stating such Holder's intent to effect such exchangewhich may also be the Underwriter or ▇.▇. ▇▇▇▇▇ & Co., Inc.). In the number event the Exercise Fee is not received within five days of Warrant Shares to be exchanged and the date on which the Holder requests that such Company receives Warrant Exchange occur Proceeds, then the Exercise Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), payable by the "Notice Company to the Underwriter at the time the Underwriter receives the Exercise Fee. Within five days after exercise the Warrant Agent shall send to the Underwriter a copy of Exchange"the reverse side of each Warrant exercised. The Underwriter shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the Underwriter, including legal fees, in connection with the solicitation, redemption or exchange of the Warrants. In addition, the Underwriter and the Company may at any time during business hours, examine the records of the Warrant Exchange shall take place on Agent, including its ledger of original Warrant Certificates returned to the date Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the Notice prior written consent of Exchange the Underwriter. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Exercise Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Exercise Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from the Underwriter that the required Exercise Fee has been received by the Company Underwriter or a final, non-appealable determination by a court of competent jurisdiction that the Underwriter is not entitled to such later date as may be specified in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Datefunds.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of ▇▇▇▇▇ or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the Holder mayIf, at its optionthe Exercise Date in respect of the exercise of any Warrant after March 6, exchange this 1996, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in whole or minimum increments writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, accompanied pay from the Warrant Proceeds, a fee of 5% (the "▇▇▇▇▇ Fee") of the Purchase Price to ▇▇▇▇▇ (of which a portion may be reallowed by a written notice stating such Holder's intent ▇▇▇▇▇ to effect such exchangethe dealer who solicited the exercise, which may also be ▇▇▇▇▇ or ▇.▇. ▇▇▇▇▇ & Co., Inc.). In the number event the ▇▇▇▇▇ Fee is not received within five days of Warrant Shares to be exchanged and the date on which the Holder requests that such Company receives Warrant Exchange occur Proceeds, then the ▇▇▇▇▇ Fee shall begin accruing interest at an annual rate of prime plus four (the "Notice of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange is received 4)%, payable by the Company to ▇▇▇▇▇ at the time ▇▇▇▇▇ receives the ▇▇▇▇▇ Fee. Within five days after exercise the Warrant Agent shall send to ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). In addition, ▇▇▇▇▇ and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or such later date as may be specified deleted without the prior written consent of ▇▇▇▇▇. (c) In order to enforce the provisions of Section 4(b) above, in the Notice event there is any dispute or question as to the amount or payment of Exchange (the "Exchange Date"). Certificates ▇▇▇▇▇ Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant purpose of like tenor evidencing depositing the balance entire amount of the shares remaining subject ▇▇▇▇▇ Fee, which amount will be deducted from the net Warrant Proceeds to this Warrant, shall be issued as of the Exchange Date and delivered paid to the Holder within ten (10) days following Company. The funds placed in the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded escrow account may not be released to the next highest integer) equal to (i) Company without a written agreement from ▇▇▇▇▇ that the number of Warrant Shares specified required ▇▇▇▇▇ Fee has been received 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 one time, in whole or minimum increments of 10,000 shares, time on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at 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 only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 10,000 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of Royce or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the Holder mayIf, at its optionthe Exercise Date in respect of the exercise of any Warrant after _____________, exchange this 1998, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in whole or minimum increments writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, accompanied pay from the Warrant Proceeds, a fee of five percent (5%) (the "Solicitation Fee") of the Purchase Price to Royce as Representative of the Underwriters; provided that either Royce or _______ shall have solicited the exercise of the applicable warrant as evidenced in writing in the Warrant Certificate Subscription Form. Upon receipt of the solicitation fee from the Warrant Agent, Royce shall in turn, if and as applicable, forward all (in the event that _______ solicited the exercise of the applicable warrant as evidenced in writing in the Warrant Certificate Subscription Form) or, if unclear whether ________ solicited the exercise of the applicable warrant, a portion of the Solicitation Fee to ________, to the extent that Royce, in its sole discretion shall determine (of which a portion may be reallowed by a written notice stating such Holder's intent Royce to effect such exchange, the number dealer who solicited the exercise which may also be an Underwriter). In the event the Solicitation Fee is not received within five days of Warrant Shares to be exchanged and the date on which the Holder requests that such Company receives Warrant Exchange occur Proceeds, then the Solicitation Fee shall begin accruing interest at an annual rate of prime plus four percent (the "Notice of Exchange"4%). The Warrant Exchange shall take place on the date the Notice of Exchange is received , payable by the Company to Royce, as Representative of the Underwriters, at the time Royce receives the Solicitation Fee. Within five days after exercise the Warrant Agent shall send to the Underwriters a copy of the reverse side of each Warrant exercised. The Underwriters shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, the Underwriters and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or such later date as may be specified deleted without the prior written consent of the Underwriters. (c) In order to enforce the provisions of Section 4(b) above, in the Notice event there is any dispute or question as to the amount or payment of Exchange (the "Exchange Date"). Certificates Solicitation Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant purpose of like tenor evidencing depositing the balance entire amount of the shares remaining subject Solicitation Fee, which amount will be deducted from the net Warrant Proceeds to this Warrantbe paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from Royce that the required Solicitation Fee has been received by Royce, shall be issued as Representative of the 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 Warrant 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 DateUnderwriters.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of B▇▇▇▇ or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the Holder mayIf, at its option, exchange this the Exercise Date in respect of the exercise of any Warrant, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in whole or minimum increments writing on the warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M which was recently adopted to replace Rule 10b-6 and certain other rules promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, accompanied by pay from the Warrant Proceeds, a written notice stating such Holder's intent fee of 5% (the "B▇▇▇▇ Fee") of the Purchase Price to effect such exchangeB▇▇▇▇ (of which a portion may be reallowed to the dealer who solicited the exercise, which may also be B▇▇▇▇ or D.▇. ▇▇▇▇▇ & Co., Inc.). In the number event the B▇▇▇▇ Fee is not received within five days of Warrant Shares to be exchanged and the date on which the Holder requests that such Company receives Warrant Exchange occur Proceeds, then the B▇▇▇▇ Fee shall begin accruing interest at an annual rate of prime plus four (the "Notice of Exchange"4). The Warrant Exchange shall take place on the date the Notice of Exchange is received `, payable by the Company to B▇▇▇▇ at the time B▇▇▇▇ receives the B▇▇▇▇ Fee. Within five days after exercise the Warrant Agent shall send B▇▇▇▇ a copy of the reverse side of each Warrant exercised. B▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). In addition, B▇▇▇▇ and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or such later date as may be specified deleted without the prior written consent of B▇▇▇▇. (c) In order to enforce the provisions of Section 4(b) above, in the Notice event there is any dispute or question as to the amount or payment of Exchange (the "Exchange Date"). Certificates B▇▇▇▇ Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant purpose of like tenor evidencing depositing the balance entire amount of the shares remaining subject B▇▇▇▇ Fee, which amount will be deducted from the net Warrant Proceeds to this Warrant, shall be issued as of the Exchange Date and delivered paid to the Holder within ten (10) days following Company. The funds placed in the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded escrow account may not be released to the next highest integer) equal to (i) Company without a written agreement from B▇▇▇▇ that the number of Warrant Shares specified required B▇▇▇▇ Fee has been received 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 Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of the Underwriter or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the Holder mayIf, at its option, exchange this Warrant, the Exercise Date in whole or minimum increments of 10,000 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 respect of the Company, accompanied by a written notice stating such Holder's intent to effect such exchange, the number exercise 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchangeafter______, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to 1998, (i) the number market price of Warrant Shares specified by the Holder in its Notice Company's Common Stock is greater than the then Purchase Price of Exchange (the "Total Number") less Warrant, (ii) the number exercise of the Warrant Shares equal to was solicited by a member of the quotient obtained by dividing National Association of Securities Dealers, Inc. (A"NASD") as designated in writing on the Warrant Certificate Subscription Form, (iii) the product of the Total Number and the existing Exercise Price by (B) the current market value of Warrant was not held in 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.discretionary account,

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time after the Separation Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deliver the proceeds received from the exercise of a Warrant to the Company. As soon as practicable following confirmation from the Company of the receipt of payment of the Purchase Price, the Warrant Agent, on behalf of 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, unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of the Representative or check, subject such other investment banks and brokerage houses as the Company shall approve in writing to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part onlyAgent, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representationsRepresentative or such other investment bank or brokerage house, together with proper payment of the Exercise Price, at such office, the Holder certificates shall immediately be deemed issued without prior notice to be the holder of record of the 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 10,000 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Datedelay.

Exercise. (a) This Each Warrant may be exercised one timeby 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of the Underwriter or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At If, at the Exercise Date in respect of the exercise of any Warrant after ____________, 1998, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time during of the period original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such regulation or any successor regulation may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from issuance to expiration the Warrant Proceeds, a fee of 5% (the "Exercise PeriodFee"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 CompanyPurchase Price to the Underwriter (of which a portion may be reallowed by the Underwriter to the dealer who solicited the exercise, accompanied by a written notice stating such Holder's intent to effect such exchangewhich may also be the Underwriter or ▇.▇. ▇▇▇▇▇ & Co., Inc.). In the number event the Exercise Fee is not received within five days of Warrant Shares to be exchanged and the date on which the Holder requests that such Company receives Warrant Exchange occur Proceeds, then the Exercise Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), payable by the "Notice Company to the Underwriter at the time the Underwriter receives the Exercise Fee. Within five days after exercise the Warrant Agent shall send to the Underwriter a copy of Exchange"the reverse side of each Warrant exercised. The Underwriter shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the Underwriter, including legal fees, in connection with the solicitation, redemption or exchange of the Warrants. In addition, the Underwriter and the Company may at any time during business hours, examine the records of the Warrant Exchange shall take place on Agent, including its ledger of original Warrant Certificates returned to the date Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the Notice prior written consent of Exchange the Underwriter. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Exercise Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Exercise Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from the Underwriter that the required Exercise Fee has been 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 DateUnderwriter.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of such investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or checkany delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At any time during If at the period from issuance to expiration Exercise Date, (i) the "Exercise Period"), market price of the Holder may, at its option, exchange this Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in whole or minimum increments writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering of the Warrant and at the time of exercise, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, accompanied by pay from the Warrant Proceeds, a written notice stating such Holder's intent to effect such exchange, the number fee of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur 4% (the "Notice SouthWall Fee") of Exchange"the Purchase Price to SouthWall (of which a portion may be reallowed by SouthWall to the dealer who solicited the exercise). The Warrant Exchange shall take place on the date the Notice of Exchange is received If requested by the Company or such later date as may be the Warrant Agent, SouthWall will confirm that the conditions specified in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 above have been satisfied prior to the Exchange Datepayment of the SouthWall Fee. SouthWall shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). In addition, SouthWall and the Company, at such party's own expense, may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants.

Exercise. (a) This Warrant warrant may be exercised one timeby the Registered Holder, in whole or minimum increments of 10,000 sharesin part, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at 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 only, the Company shall, upon surrender of by: (i) surrendering this Warrant, execute and deliver a new Warrant evidencing with the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 form appended hereto as Exhibit I (the "Exercise PeriodForm")) completed to reflect an exercise for cash and duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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, 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; or (ii) surrendering this Warrant, with the Exercise Form completed to reflect a written notice stating such cashless exercise and duly executed by the Registered Holder or by the Registered Holder's intent duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate. If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock, then, effective immediately prior to effect the closing of the sale of such exchangeshares by the Company pursuant to such public offering, this Warrant shall be deemed to be automatically exercised in full, without any further action taken by the holder hereof, by means of a cashless exercise pursuant to Section l (a)(ii) 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 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 Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 30 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 on the Exercise Form delivered at the time of exercise of this Warrant: (i) in the event of a cash exercise pursuant to Section 1 (a)(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; (ii) in the event of a cashless exercise pursuant to Section 1 (a)(ii) hereof, a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise computed using the following formula 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: Where: X = the number of Warrant Shares to be exchanged and issued; Y = the date on number of shares of Common Stock as to which the Registered Holder requests that exercised the Warrant; A = Fair Market Value per share of Common Stock at the time of exercise of the Warrant (determined pursuant to Section 3 hereof); B = Purchase Price in effect at the time of exercise of the Warrant; and (iii) in case either such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange exercise 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 Warrant Exchange and, if applicablepart only, a new Warrant warrant or warrants (dated the date hereof) of like tenor evidencing tenor, calling in the balance of aggregate on the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe face or faces thereof for and acquire the number of Warrant 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 (without giving effect to any adjustment therein) to the quotient obtained by dividing (A) number of such shares called for on the product face of this Warrant minus the Total Number and number of such shares as to which the existing Exercise Price by (B) Registered Holder exercised 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 DateWarrant.

Exercise. (a) This Warrant may be exercised one timeby the Registered Holder by surrendering this Warrant, in whole along with the purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder or minimum increments of 10,000 sharesby the Registered Holder's duly authorized attorney, on any business day on or before at the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price Company, or at such other office or agency as the Company may designate by notice in writing to the Registered Holder, accompanied by either (i) cash or certified cashier's check payable to the Company (or wire transfer of immediately available funds), in lawful money of the United States States, of America the Exercise Price payable in respect of the form number of Warrant Shares purchased upon such exercise (the "AGGREGATE EXERCISE PRICE") or (ii) a wire transfer 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 Common Stock issuable upon such exercise 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 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 check, subject 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 collection, for have become the holder or holders of record of the Warrant Shares specified represented by such certificates. (c) Within ten (10) days 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 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 requestplus, 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 should shall be exercised in part only, the Company shall, upon surrender of this WarrantWarrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Registered Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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. (bd) At The Company shall reasonably assist and cooperate with any time during 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 period from issuance Company). (e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to expiration (be made in connection with a registered public offering, a sale of the "Exercise Period")Company or any other transaction or event, the Holder such exercise may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 election of the CompanyRegistered Holder, accompanied by a written notice stating be conditioned upon consummation of such Holder's intent to effect transaction or event in which case such exchange, exercise shall not be deemed effective until the number consummation 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 transaction or such later date as may be specified in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Dateevent.

Exercise. (a) This Each Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office of a written exercise request conditions set forth herein 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 applicable Warrant Shares specified in the exercise requestCertificate. If this A Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder 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 upon exercise thereof as of the close of business on the Exercise Date. Within three (3) business days after the Exercise Date, the Warrant SharesAgent shall cause to be issued and delivered by the Transfer Agent, notwithstanding that to the stock transfer books 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 Corporation Registered Holder). Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall then be closed or that certificates representing such promptly remit the payment received for the Warrant Shares shall not then be actually delivered to the Holder. The Corporation shall pay any and all transfer agent fees, documentary stamp Company or similar issue or transfer taxes payable as the Company may direct in respect of the issue or delivery of the Warrant Shareswriting. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the The Registered Holder may, at its option, exchange this WarrantWarrant on a cashless basis, in whole or minimum increments of 10,000 shares in part (a "“Warrant Exchange"”), into the number of Warrant Shares determined in accordance with this Section (1)(b4)(b), by surrendering this the Warrant Certificate at the principal office of the CompanyCompany or at the office of its stock transfer agent, accompanied by a written an irrevocable notice stating such Registered Holder's ’s intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which of the Holder requests that notice of such Warrant Exchange occur intent to exchange (the "“Notice of Exchange"”). The Warrant Exchange shall take place on the date the Registered Holder may send a Notice of Exchange is received by to 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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.Initial Warrant Exercise

Exercise. (a) This Warrant At any time after the date hereof and until 5:00 p.m., New York City time, on the Expiration Date for a particular Warrant, a Holder may be exercised one timeexercise such Warrant, on any Business Day, to purchase all or any part of the number of Shares purchasable thereunder, at the stated Exercise Price. The Holder may exercise such Warrant, in whole or minimum increments of 10,000 sharesin part, on any business day on or before the expiration date listed above by presentation and surrender hereof delivering to the Corporation Warrant Agent at its the principal office of a written exercise request the Warrant Agent in Canton, Massachusetts or to the office of one of its agents as may be designated by the Warrant Agent from time to time, the following: (i) the corresponding Warrant Certificate, with the election to purchase form on the reverse side thereof duly completed and executed by the Exercise Price in lawful money Holder or its agent or attorney, and (ii) payment of the United States Warrant Price. As soon as practicable after the exercise of America such Warrant, in whole or in part, the Warrant Agent shall promptly request that the Company’s transfer agent issue and deliver or register in the form name of a wire transfer or checkthe Holder thereof or, subject to collectionSection 6, as the Holder may direct, the number of duly authorized, validly issued, fully paid and nonassessable Shares to which the Holder shall be entitled upon such exercise plus, in lieu of any fractional Share to which the Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per Share on the Business Day next preceding the date of such exercise. Certificates for the Warrant Shares purchased by exercise of a Warrant will be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depositary Trust Company through its Deposit Withdrawal At Custodian (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the exercise request. If this Warrant should be exercised in part onlynotice of exercise, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance payment of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request Price and representations, together with proper payment surrender of the Exercise PriceWarrant Certificate. The Warrant Shares shall be deemed to have been issued, at such office, and the Holder (or designee) shall be deemed to be the a holder of record of the Warrant Shares, notwithstanding as of the date a Warrant is exercised by payment of the Warrant Price and all taxes required to be paid by the holder, if any, pursuant to Section 5.2. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If a Warrant shall have been exercised only in part, then the Warrant Agent shall request that the stock Company’s transfer books agent, at the time 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 issuance of the Warrant Shares. (b) At any time during the period from issuance , deliver to expiration (the "Exercise Period"), the Holder maya new Warrant Certificate of like tenor, at its option, exchange this Warrant, calling in whole or minimum increments the aggregate on the face thereof for issuance of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section equal (1)(b), by surrendering this Warrant at the principal office of the Company, accompanied by a written notice stating such Holder's intent without giving effect to effect such exchange, any adjustment therein) to the number of Warrant such 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 called for 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance face of the shares 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. In connection with any surrendered Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire Certificate minus the number of Warrant such Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified so designated by the such Holder upon such exercise as provided 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 Datethis Section 5.1.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time after the first anniversary of the Effective Date of the Registration Statement, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrant. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of the Underwriter or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, subject by the Underwriter or such other investment bank or brokerage house, certificates shall immediately be issued without prior notice to collectionthe Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 PeriodWarrant Proceeds"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 the Company may be specified direct in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Datewriting.

Exercise. (a) This Each Warrant may be exercised one timeby 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 whole 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 minimum increments after the Exercise Date, the Warrant Agent shall deposit the cash or check received from the exercise of 10,000 sharesa Warrant in an account for the benefit of the Company and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any business day remaining unexercised Warrants of the Registered Holder), provided that the Warrant Agent shall refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or as the Company may direct in writing. Notwithstanding anything in the foregoing to the contrary, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission a registration statement under the Act covering the shares of Preferred Stock issuable upon exercise of such Warrant and such shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of such Warrant. The Company shall use its best efforts to have all shares so registered or qualified on or before the expiration date listed above by presentation and surrender hereof to on which the Corporation at 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 only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 SharesWarrants become exercisable. (b) At If, on the Exercise Date in respect of the exercise of any Warrant at any time during on or after the period from issuance to expiration (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 first anniversary of the Companydate hereof, 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number Market Price of Warrant Shares specified by the Holder in its Notice Preferred Stock is greater than the then Purchase Price of Exchange (the "Total Number") less Warrant, (ii) the number exercise of the Warrant Shares equal was solicited by the Underwriter at such time as the Underwriter is a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant was not held in a discretionary account, (iv) disclosure of the compensation arrangement was made both at the time of the original offering and at the time of exercise, and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Underwriter shall be entitled to receive, upon exercise of the Warrant(s), a fee of five percent (5%) of the Purchase Price (the "Solicitation Fee"). Within five days after the exercise, the Warrant Agent shall send to the quotient obtained by dividing (A) the product Underwriter a copy of the Total Number reverse side of the Warrant certificate relating to each Warrant exercised. In the event the Underwriter is entitled to a Solicitation Fee with respect to any such exercise, the Underwriter shall deliver to the Company (i) a copy of the reverse side of the Warrant(s) and (ii) a certificate, executed by the President or Vice President of the Underwriter, certifying that the conditions set forth above have been met with respect to such exercise. Within five days after receipt thereof by the Company, the Company shall remit to the Underwriter the Solicitation Fees to which the Underwriter is entitled. The Underwriter shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, the Underwriter and the existing Exercise Price by (B) Company may, at any time during business hours, examine the current market value records of a share the Warrant Agent, including its ledger of Common Stock. Current market value shall be the average closing trading price for the 5 trading day period prior original Warrant certificates returned to the Exchange DateWarrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of the Underwriter and the Company.

Exercise. (a) This Warrant may be exercised one timeby the Registered Holder, in whole or minimum increments of 10,000 sharesin part, on at any business day time on or before the expiration Expiration Date (provided that if such date listed above by presentation and surrender hereof to the Corporation at its principal office of shall fall on a written exercise request and the Exercise Price in lawful money of the weekend or United States of America in the form of a wire transfer or checkholiday, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should may be exercised on the next succeeding business day), in part only, the Company shall, upon surrender of each case by surrendering this Warrant, execute and deliver a new Warrant evidencing with the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt exercise form attached hereto as Exhibit A duly executed by the Corporation of an exercise request and representationssuch Registered Holder, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 10,000 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, or at such other office or agency as the Company may designate, accompanied by a written notice stating such Holder's intent to effect such exchangepayment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Shares purchased upon such exercise. (b) Each exercise of this Warrant Shares shall be deemed to be exchanged and have been effected immediately prior to the date close of business on the day on which this Warrant shall have been surrendered to the Holder requests that such Warrant Exchange occur Company as provided in subsection 1(a) above (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 Exercise Date"). Certificates At such time, the person or persons in whose name or names any certificates for Shares are to be issuable as provided in subsection 1(c) below shall become the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant holder or holders of like tenor evidencing the balance record of the shares remaining subject Shares so required to be represented by such certificates. (c) As soon as practicable after the exercise of this WarrantWarrant in part and in compliance with subsection 1(a) above, shall be issued as of the Exchange Date and delivered to the Holder in any event within ten (10) days following thereafter, the Exchange Date. In connection with Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof, to such other person or place as such Registered Holder (upon payment by such Registered Holder of any Warrant Exchangeapplicable transfer taxes) may direct, this Warrant shall represent a new warrant or warrants (dated the right to subscribe date hereof) of like tenor, calling in the aggregate on the face or faces thereof for and acquire the number of Warrant Shares equal (rounded without giving effect to the next highest integerany adjustment therein) equal to (i) the number of such Shares called for on the face of this Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) minus the number of Warrant such Shares equal to purchased by the quotient obtained by dividing (ARegistered Holder upon such exercise as provided in subsection 1(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 Dateabove.

Exercise. (a) This Each Warrant may be exercised one timeby 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 whole 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 of those securities upon the exercise of the Warrant as of the Close of Business on the Exercise Date. As soon as practicable on or minimum increments after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of 10,000 sharesa Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five Business Days after the date of such notice from the Warrant Agent, the Warrant Agent, on any business day on or before behalf of the expiration date listed above Company, shall cause to be issued and delivered by presentation and surrender hereof the Transfer Agent, to the Corporation at its principal office of person or persons entitled to receive the same, a written certificate or certificates for the securities deliverable upon such exercise request and the Exercise Price in lawful money (plus a certificate for any remaining unexercised Warrants of the United States Registered Holder). In the case of America payment made in the form of a wire transfer check drawn on an account of Paramount or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, subject certificates shall immediately be issued without prior notice to collectionthe Company nor any delay. Upon the exercise of any Warrant and receipt of notice as to the clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant Shares specified in (the exercise request. If this "Warrant should be exercised in part only, Proceeds") to the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing or as the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Company may otherwise direct in respect of the issue or delivery of the Warrant Shareswriting. (b) At Beginning on the 121st day following the Final Closing Date, provided that the registration statement referred to in Section 5 of the Subscription Agreement, dated as of the date hereof, between the Company and the Registered Holder is not effective, a Registered Holder may exercise all or any time during part of this Warrant on a "cashless" basis by providing written notice of its intention to do so and stating the period from issuance to expiration maximum number (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Maximum Number") less (ii) of shares of Common Stock the Registered Holder desires to purchase in consideration of cancellation of Warrants in payment for such exercise. The number of Warrant Shares shares of Common Stock the Registered Holder shall receive upon such exercise pursuant to this Section 4(b) shall be equal to the difference between the Maximum Number and the quotient that is obtained by dividing (A) when the product of the Total Maximum Number and the existing Exercise Purchase Price is divided by (B) the current market value then Market Price per share. The Warrant Agent shall have no duty or obligation under this subsection unless and until it is notified by the Company that the Registered Holder may exercise all or part of this Warrant on 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"cashless" basis.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial Exercise Date, but not later than 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 Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, and promptly after clearance of checks received in payment of the Purchase Price pursuant to such Warrants, 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). Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of RAS or checksuch other investment banks and brokerage houses as the Company shall approve, subject to collectioncertificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, to the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing or as the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Company may direct in respect of the issue or delivery of the Warrant Shareswriting. (b) At If on the Exercise Date in respect of the exercise of 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 10,000 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 (determined as provided in Section 10 hereof) of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the NASD, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended (as such regulation or any successor regulation or rule may be in effect as of such time of exercise), then the Warrant Agent, simultaneously with the receipt of the proceeds of the exercise of the Warrant(s) so exercised shall pay from such proceeds, a fee of 5% of the Purchase Price to RAS (of which up to 1% may be re-allowed to the dealer who solicited the exercise). Within five days after exercise of a share Warrant, the Warrant Agent shall send RAS a copy of Common Stockthe reverse side of each Warrant exercised. Current market value RAS shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, RAS may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of RAS. Market price shall be determined in accordance with the average closing trading price for the 5 trading day period prior to the Exchange Dateprovisions of Section 10.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of the Underwriter or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At If, at the Exercise Date in respect of the exercise of any Warrant after _____, 1998, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time during of the period original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from issuance to expiration the Warrant Proceeds, a fee of 5% (the "Exercise PeriodFee"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 CompanyPurchase Price to the Underwriter (of which a portion may be reallowed by the Underwriter to the dealer who solicited the exercise, accompanied by a written notice stating such Holder's intent to effect such exchangewhich may also be the Underwriter or ▇.▇. ▇▇▇▇▇ & Co., Inc.). In the number event the Exercise Fee is not received within five days of Warrant Shares to be exchanged and the date on which the Holder requests that such Company receives Warrant Exchange occur Proceeds, then the Exercise Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), payable by the "Notice Company to the Underwriter at the time the Underwriter receives the Exercise Fee. Within five days after exercise the Warrant Agent shall send to the Underwriter a copy of Exchange"the reverse side of each Warrant exercised. The Underwriter shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the Underwriter, including legal fees, in connection with the solicitation, redemption or exchange of the Warrants. In addition, the Underwriter and the Company may at any time during business hours, examine the records of the Warrant Exchange shall take place on Agent, including its ledger of original Warrant Certificates returned to the date Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the Notice prior written consent of Exchange the Underwriter. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Exercise Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Exercise Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from the Underwriter that the required Exercise Fee has been 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 DateUnderwriter.

Exercise. (a) This Each Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office of a written exercise request conditions set forth herein 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 applicable Warrant Shares specified in the exercise requestCertificate. If this A Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder 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 those securities upon the exercise of the Warrant Shares, notwithstanding that the stock transfer books as of the Corporation close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall then deposit in a non-interest bearing account at Chase Manhattan Bank or such other bank as the Warrant Agent may designate, the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be closed or that certificates representing such Warrant Shares shall not then be actually issued and delivered by the Transfer Agent, to the Holder. The Corporation shall pay person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect remaining unexercised Warrants of the issue or delivery Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant Sharesand clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. (b) At If, subsequent to _____________, 2002 in respect of the exercise of any time during the period from issuance to expiration (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrants, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and such member was designated in whole or minimum increments writing by the holder of 10,000 shares such Warrant as having solicited such Warrant, (iii) the Warrant was not held in a "Warrant Exchange")discretionary account, into the number (iv) disclosure of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised, shall, on behalf of the Company, accompanied by pay to Security Capital, or to the NASD member soliciting such Warrant(s) if not Security Capital, from the proceeds received upon exercise of the Warrant(s), a written notice stating such Holder's intent fee of 5% of the Purchase Price (of which 1% may be reallowed to effect such exchangethe dealer who solicited the exercise, which may also be Security Capital). Within five days after exercise, the number Warrant Agent shall send Security Capital a copy of the reverse side of each Warrant Shares exercised. Security Capital shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to be exchanged compliance with this Section. In addition, Security Capital and the date on which Company may at any time during business hours, examine the Holder requests that such records of the Warrant Exchange occur (Agent, including its ledger of original Warrant Certificates returned to the "Notice Warrant Agent upon exercise of Exchange")Warrants. The Warrant Exchange shall take place on provisions of this paragraph may not be modified, amended or deleted without the date the Notice prior written consent 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 DateSecurity Capital.

Exercise. (a) This Warrant may be exercised one timeor more times, in whole or minimum increments of 10,000 shares25,000 shares (or the balance of the Warrant), on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at 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, certified or official bank check for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 on or before September 30, 1999 (the "Exercise Exchange Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 shares only (a "Warrant Exchange"), into the number of Thirty Eight Thousand One Hundred Eighty Two (38,182) 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 exchange 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant ExchangeAfter the expiration of the Exchange Period, this Warrant shall represent the right may only be exercised pursuant to subscribe for and acquire the number Paragraph 1(a) of Warrant 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 Datethis agreement.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of Royce or checkCBDC or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the Holder mayIf, at its optionthe Exercise Date in respect of the exercise of any Warrant after , exchange this 1997, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in whole or minimum increments writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, accompanied by pay from the Warrant Proceeds, a written notice stating such Holder's intent fee of five percent (5%) (the "Solicitation Fee") of the Purchase Price to effect such exchangeRoyce, as Representative of the number Underwriters; provided that either Royce or CBDC shall have solicited the exercise of the applicable warrant as evidenced in writing in the Warrant Shares Certificate Subscription Form. Upon receipt of the solicitation fee from the Warrant Agent, Royce shall in turn, if and as applicable, forward all (in the event that CBDC solicited the exercise of the applicable warrant as evidenced in writing in the Warrant Certificate Subscription Form) or, if unclear whether CBDC solicited the exercise of the applicable warrant, a portion of the Solicitation Fee to CBDC, to the extent that Royce, in its sole discretion shall determine (of which a portion may be exchanged and reallowed to the dealer who solicited the exercise, which may also be an Underwriter). In the event the Solicitation Fee is not received within five days of the date on which the Holder requests that such Company receives Warrant Exchange occur Proceeds, then the Solicitation Fee shall begin accruing interest at an annual rate of prime plus four percent (the "Notice of Exchange"4%). The Warrant Exchange shall take place on the date the Notice of Exchange is received , payable by the Company or such later date as may be specified in to the Notice of Exchange (Underwriters at the "Exchange Date")time the Underwriters receives the Solicitation Fee. Certificates for Within five days after exercise the shares issuable upon such Warrant Exchange and, if applicable, Agent shall send to the Underwriters a new Warrant of like tenor evidencing the balance copy of the shares remaining subject to this Warrant, shall be issued as reverse side of the 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 Warrant 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.each

Exercise. (a) This Each Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office of a written exercise request conditions set forth herein 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 applicable Warrant Shares specified in the exercise requestCertificate. If this A Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder 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 those securities upon the exercise of the Warrant Shares, notwithstanding that the stock transfer books as of the Corporation close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall then be closed or that certificates representing such deposit the proceeds received from the exercise of a Warrant Shares and shall not then be actually delivered to notify the Holder. The Corporation shall pay any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable Company in respect writing of the issue or delivery exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Shares. (b) At any time during the period from issuance to expiration (the "Exercise Period")Agent, the Holder mayWarrant Agent, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 on behalf of the Company, accompanied shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a written notice stating certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder's intent ) unless prior to effect the date of issuance of such exchangecertificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the number of Warrant Shares to be exchanged and Agent shall promptly remit the date on which payment received for the Holder requests that such Warrant Exchange occur (the "Notice of ExchangeWarrant Proceeds"). The Warrant Exchange shall take place on the date the Notice of Exchange is received by ) to the Company or such later date as the Company may be specified direct in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange andwriting, if applicable, a new Warrant of like tenor evidencing the balance of the shares remaining subject to this Warrant, shall be issued as the provisions of the Exchange Date Sections 4(b) and delivered to the Holder within ten (104(c) 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 Warrant 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 Datehereof.

Exercise. (a) This Each Class A Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office of a written exercise request conditions set forth herein 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 applicable Warrant Shares specified in the exercise requestCertificate. If this A Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder 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 those securities upon the exercise of the Warrant Shares, notwithstanding that the stock transfer books as of the Corporation close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall then deposit in a non-interest bearing account at Chemical Bank or such other bank as the Warrant Agent may designate, the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be closed or that certificates representing such Warrant Shares shall not then be actually issued and delivered by the Transfer Agent, to the Holder. The Corporation shall pay person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect remaining unexercised Warrants of the issue or delivery Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant Sharesand clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. (b) At If, subsequent to August 6, 1997, in respect of the exercise of any time during the period from issuance to expiration (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrants, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and such member was designated in whole or minimum increments writing by the holder of 10,000 shares such Warrant as having solicited such Warrant, (iii) the Warrant was not held in a "Warrant Exchange")discretionary account, into the number (iv) disclosure of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise and (v) the solicitation of the exercise of the Warrant was not in violation of Rule l0b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised shall, on behalf of the Company, accompanied by pay from the proceeds received upon exercise of the Warrant(s), a written notice stating such Holder's intent fee of 8% of the Purchase Price to effect such exchange▇▇▇▇▇▇▇▇▇ (of which 1% may be reallowed to the dealer who solicited the exercise, which may also be ▇▇▇▇▇▇▇▇▇). Within five days after exercise of the number Warrant Agent shall send ▇▇▇▇▇▇▇▇▇ a copy of the reverse side of each Warrant Shares exercised. ▇▇▇▇▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to be exchanged compliance with this Section. addition, ▇▇▇▇▇▇▇▇▇ and the date on which Company may at any time during business hours, examine the Holder requests that such records of the Warrant Exchange occur (Agent, including its ledger of original Warrant Certificates returned the "Notice Warrant Agent upon exercise of Exchange")Warrants. The Warrant Exchange shall take place on provisions of this paragraph may not be modified, amended or deleted without the date the Notice prior written consent 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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. (ai) This A Warrant Holder may be exercised one timeexercise the Warrants, in whole or minimum increments in part, to purchase the Underlying Shares in such amounts as may be elected upon surrender of 10,000 sharesthe Warrant Certificate(s), on any business day on or before the expiration date listed above by presentation and surrender hereof together with duly executed Subscription Form(s), to the Corporation Company at its principal office of a written exercise request and corporate office, together with the Exercise full Underlying Share Purchase Price for each Underlying Share to be purchased, in lawful money of the United States, or by certified check or bank draft payable in United States dollars to the order of America the Company and upon compliance with and subject to the conditions set forth herein and in the form Warrant Certificate(s). (ii) Upon receipt of a wire transfer or checksuch Warrant Certificate(s), subject to collectiontogether with the duly executed Subscription Form(s), and accompanied by payment of the Underlying Share Purchase Price for the Warrant number of Underlying Shares specified in the exercise request. If this Warrant should be exercised in part onlyfor which such Warrants are then being exercised, the Company shall, upon surrender subject to Section 6(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 the Warrant Certificate(s), the Subscription Form(s) and the Underlying Share Purchase-Price, to the Warrant Holder certificates for such shares of this WarrantCommon Stock in such denominations as are requested by the Warrant Holder in the Subscription Form(s). (iii) In case a Warrant Holder shall exercise Warrants with respect to less than all of the Underlying Shares, the Company will execute and deliver a new Warrant evidencing Certificate(s),substantially in the rights of the Holder hereof to purchase form attached hereto as Exhibit A, which shall be exercisable for the balance of the Underlying Shares that may be purchased upon exercise of the unexercised portion of the Warrants and shall deliver such new Warrant Shares purchasable hereunderCertificate(s) to the Warrant Holder. Upon receipt Warrant Certificates shall be executed on behalf of the Company by the Corporation of an exercise request and representations, together with proper payment Company's Chairman of the Exercise PriceBoard, at such officePresident or any Vice President and by its Treasurer, the Holder an Assistant Treasurer, its Secretary or an Assistant Secretary. (iv) Warrants 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 Underlying Shares and any Warrant Certificate(s) representing the unexercised portion of the Warrants deliverable upon such exercise shall be treated for all purposes as the holder of record such Underlying Shares and unexercised Warrants, respectively, upon such exercise as of the Warrant Shares, notwithstanding close of business on the Exercise Date. (v) The Company covenants and agrees 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 it will pay when due and payable any and all transfer agent fees, documentary stamp or similar issue or transfer taxes that may be payable in respect of the issue or delivery of the Warrants or the issue of any Underlying Shares. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer by the Warrant Shares. (b) At Holder of the Warrants or any Underlying Shares to any person or entity at the time during of surrender. Until the period from issuance payment of the tax referred to expiration (in the "Exercise Period")previous sentence and the presentation to the Company by the Warrant Holder of reasonable proof of such payment, the Holder may, at its option, exchange this Warrant, in whole Company shall not be required to issue Underlying Shares or minimum increments of 10,000 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares remaining subject Certificates representing unexercised Warrants to this Warrant, shall be issued as of the 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 Warrant 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 Datetransferee.

Exercise. (a) This Warrant may be exercised one timeThe purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or minimum increments of 10,000 sharesin part, on at any business day on time, or before from time to time, prior to the expiration date listed above of the term set forth in Section 2, by presentation and surrender hereof tendering to the Corporation Company at its principal office a notice of a written exercise request and the Exercise Price in lawful money of the United States of America 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 Purchase Price in accordance with the terms set forth below, and in no event later than three (3) days thereafter, the Company shall issue to the Warrantholder a wire transfer certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases, if any. Initially, 199,219 shares of the Warrant Stock shall be 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 Stock shall be issuable pursuant to the provisions of this Warrant until such pro rata portion of the Tranche A Loan is drawn by the Company. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon or (ii) by surrender of this Warrant, execute and deliver all or a new Warrant evidencing the rights of the Holder hereof to purchase the balance portion of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation for shares of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed Preferred Stock to be the holder of record of the 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 exercised under this Warrant, in whole or minimum increments of 10,000 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 Warrant Exchange Agreement and, if applicable, a new Warrant an amended Agreement representing the remaining number of like tenor evidencing shares purchasable hereunder, as determined below (“Net Issuance”). If the balance of Warrantholder elects the shares remaining subject to this WarrantNet Issuance method, shall be issued as of the Exchange Date and delivered to company will issue Preferred Stock in accordance with 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 formula: Where: X= the number of Warrant Shares (rounded shares of Preferred Stock to be issued to the next highest integer) equal to (i) Warrantholder. Y= the number of Warrant Shares specified by shares of Preferred Stock requested to be exercised under this Agreement. A= 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 fair market value of a one (1) share of Common Preferred Stock at the time of issuance of such shares of Preferred 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 Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the date of issuance, 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of either of the Underwriters or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, subject certificates shall immediately be issued without prior notice to collectionthe Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant Shares specified in (the exercise request. If this "Warrant should be exercised in part only, Proceeds") to the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing or as the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Company may direct in respect of the issue or delivery of the Warrant Shareswriting. (b) At If, at the Exercise Date in respect of the exercise of any Warrant after ______, 1999, (i) the market price of the Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time during of the period from issuance to expiration original offering and at the time of exercise and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended (the "Exercise PeriodExchange Act"), then the Holder mayWarrant Agent, at its optionsimultaneously with the distribution of the Warrant Proceeds to the Company shall, exchange this Warrant, in whole or minimum increments of 10,000 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 on behalf of the Company, accompanied pay from the Warrant Proceeds, a fee of four percent (4%) (the "Solicitation Fee") of the Purchase Price to the Underwriters (of which a portion may be reallocated by a written notice stating such Holder's intent the Underwriters to effect such exchange, the number dealer who solicited the exercise). In the event the Solicitation Fee is not received within five days of Warrant Shares to be exchanged and the date on which the Holder requests that such Company receives Warrant Exchange occur Proceeds, then the Solicitation Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), payable by the "Notice Company to the Underwriters at the time the Underwriters receive the Solicitation Fee. Within five days after exercise the Warrant Agent shall send to each of Exchange"the Underwriters a copy of the reverse side of each Warrant exercised. The Underwriters shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, the Underwriters and the Company may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of the Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of each of the Underwriters. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Solicitation Fee, the Warrant Exchange shall take place on Agent is hereby expressly authorized to withhold payment to the date Company of the Notice Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of Exchange is depositing the entire amount of the Solicitation Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from each of the Underwriters that the required Solicitation Fee has been 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 DateUnderwriters.

Exercise. (a) This Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised until 5:00 p.m., New York City time on April 11, 2005 (the "Expiration Date"), to receive from the Borrower the number of fully paid and nonassessable Warrant Shares that the holder may at the time be entitled to receive in accordance herewith and with the Escrow Agreement upon the exercise of such Warrant and payment of the Exercise Price. Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. (b) A Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on any business day on or before the expiration date listed above by presentation and upon surrender hereof to the Corporation Borrower at its principal office designated for such purpose (the address of which is set forth in Section 9.2 ----------- hereof) of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a written exercise request and the Exercise Price bank or trust company having an office or correspondent in lawful money of the United States of America in the form or a broker or dealer which is a member of a wire transfer registered securities exchange or checkthe National Association of Securities Dealers, subject Inc., ("NASD") and upon payment to collectionthe Borrower of the Exercise Price as adjusted as herein provided, for the number of Warrant Shares specified in respect of which such Warrants are then exercised. Payment of the exercise requestaggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Borrower, (ii) through the surrender of preferred equity securities or indebtedness of the Borrower having a liquidation preference or principal amount, as the case may be, equal to the aggregate Exercise Price to be paid (the Borrower will pay the accrued interest or dividends on such surrendered debt or preferred equity securities in cash at the time of surrender notwithstanding the stated terms thereof), (iii) by tendering Warrants having a fair market value equal to the Exercise Price or (iv) with any combination of (i), (ii) or (iii). If this Warrant should be exercised in part onlyFor purpose of clause (iii) above, the Company shallfair market value of the Warrants shall be determined as follows: (A) to the extent the Common Stock is publicly traded and listed on the Nasdaq National Securities Market or a national securities exchange, the fair market value shall be equal to the difference between (1) the Quoted Price of the Common Stock on the date of exercise and (2) the Exercise Price; or (B) to the extent the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value shall be equal to the value per Warrant as determined in good faith by the Board of Directors of the Borrower pursuant to Section 6.16. ------------ (c) Subject to the provisions of Section 4.1 hereof, upon such surrender of this Warrant, execute ----------- Warrants and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at the Borrower shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such officename or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 7.1; ----------- provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Borrower as described in Section 6.15 hereof, ------------ or a tender offer or an exchange offer for shares of Common Stock of the Borrower shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Holder Borrower shall, as soon as possible, but in any event not later than two Business Days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 7.1. Such certificate or certificates shall be deemed to have been ----------- issued and any person so designated to be the named therein shall be deemed to have become a holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Corporation shall then be closed or that certificates representing such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. (d) The Warrants shall not then be actually delivered exercisable, at the election of the holders thereof, either in full or, from time to time, in part and, in the Holder. The Corporation shall pay any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable event that a certificate evidencing Warrants is exercised in respect of the issue or delivery fewer than all of the Warrant Shares. (b) At Shares issuable on such exercise at any time during prior to the period from issuance to date of expiration (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 Warrant Exchange and, if applicableWarrants, a new Warrant of like tenor certificate evidencing the balance of the shares remaining subject to this Warrant, shall Warrant or Warrant will be issued as of the Exchange Date and delivered pursuant to the Holder within ten (10) days following the Exchange Dateprovisions of this Section and of Section 1.2 hereof. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Warrants may be exercised one time, in whole or minimum increments of 10,000 shares, on commencing at any business day time on or before after the expiration date listed above by presentation Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office of a written exercise request conditions set forth herein (including the provisions set forth in Sections 5 and the Exercise Price in lawful money of the United States of America 9 hereof) and in the form of a wire transfer or check, subject to collection, for the applicable Warrant Shares specified in the exercise requestCertificate. If this A Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be have been exercised immediately prior to the holder close of record of business on the Exercise Date, provided that the Warrant Shares, notwithstanding that the stock transfer books of the Corporation shall then be closed or that certificates Certificate representing such Warrant Shares shall not then be actually delivered to Warrant, with the exercise form thereon duly executed by the Registered Holder thereof with such Registered Holder. The Corporation shall pay any and all transfer agent fees's signature guaranteed, documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the Warrant Shares.together with (b) At any time during upon the period exercise of Warrants after one year and one day from issuance the date hereof, (i) the market price of the Company's Common Stock is equal to expiration or greater than the Purchase Price, (ii) the exercise of the Warrant is solicited by May ▇▇▇▇▇ at such time while May ▇▇▇▇▇ is a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the Warrant is not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, then May ▇▇▇▇▇ shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised, a fee of five percent (5%) of the aggregate price of the Warrants so exercised (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 ExchangeFee"). Within five (5) days after the end of each month, commencing in July 1998, the Warrant Agent will notify May ▇▇▇▇▇ of each Warrant Certificate which has been properly completed for exercise by holders of Warrants during the last month. The Warrant Exchange Agent will provide May ▇▇▇▇▇ with such information, in connection with the exercise of each Warrant, as May ▇▇▇▇▇ shall take place on reasonably request. The Company hereby authorizes and instructs the date Warrant Agent to deliver to May ▇▇▇▇▇ the Notice of Exchange is received Exercise Fee promptly after receipt by the Warrant Agent from the Company or such later date as may be specified of a check payable to the order of May ▇▇▇▇▇ in the Notice amount of the Exercise Fee. In the event that an Exercise Fee is paid to May ▇▇▇▇▇ with respect to a Warrant which was not properly completed for exercise or in respect of which May ▇▇▇▇▇ is not entitled to an Exercise Fee, May ▇▇▇▇▇ will return such Exercise Fee to the Warrant Agent which shall forthwith return such fee to the Company. May ▇▇▇▇▇ and the Company may at any time after July 16, 1997, and during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. Notwithstanding any provision to the contrary, the provisions of this Section 4(b) may not be modified, amended or deleted without the prior consent of May ▇▇▇▇▇. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any Warrant or Warrants, nor shall it be (d) Anything in this Section 4 notwithstanding, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange (Commission a registration statement under the "Exchange Date"). Certificates for Securities Act of 1933 covering the shares of Common Stock issuable upon exercise of such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing and such shares have been so registered or qualified or deemed to be exempt under the balance securities laws of the shares remaining subject to this Warrant, shall be issued as state of residence of the 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 holder of Warrant 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 Datesuch Warrant.

Exercise. (a) This Warrant Stockholders may be exercised one time, in whole or minimum increments of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof acquire Series A Preferred Shares pursuant to the Corporation at its principal office of a written exercise request Basic Subscription Privilege and the Exercise Price in lawful money of Over-Subscription Privilege by delivery to the United States of America in the form of a wire transfer or check, subject to collection, for the Warrant Shares Agent as specified in the exercise request. If this Warrant should be exercised Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Stockholder in part only, accordance with and as provided by the Company shall, upon surrender of this Warrant, execute terms and deliver a new Warrant evidencing the rights conditions of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representationsSubscription Certificate, together with proper payment (ii) the Subscription Price for each Series A Preferred Share subscribed for by exercise of such Rights, in U.S. dollars by check or bank draft (cashier's check) drawn upon a United States bank or a postal, telegraphic or express money order payable to the order of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 SharesAgent. (b) At Rights may be exercised at any time during after the period from date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. New York time on such date as the Company shall designate to expiration the Agent in writing (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 Expiration Date"). Certificates Once a holder of Rights has exercised his or her Rights, such exercise may not be revoked or rescinded. For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the Corporate Actions Division of the Agent specified in the Prospectus. (c) Notwithstanding the provisions of Section 4(a) and 4(b) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York time on the Expiration Date, if prior to such time the Agent receives payment in full for the shares issuable upon such Warrant Exchange and, if applicable, Series A Preferred Shares purchased by the Stockholder pursuant to his or her Basic Subscription Privilege and Over-Subscription Privilege and a new Warrant Notice of like tenor evidencing the balance Guaranteed Delivery by facsimile (telecopy) or otherwise from a member firm of a registered national securities exchange or a member of the shares remaining subject National Association of Securities Dealers, Inc., or a commercial bank or trust company having a correspondent in the United States guaranteeing delivery of a properly completed and executed Subscription Certificate, then such exercise of Rights pursuant to this Warrant, the Basic Subscription Privilege and Over- Subscription Privilege shall be issued regarded as timely, subject, however, to receipt of the Exchange Date and delivered to duly executed Subscription Certificate within three Business Days (as defined below) after the Holder within ten (10) days following the Exchange Expiration Date. In connection with any Warrant Exchange, this Warrant shall represent For the right to subscribe for and acquire the number of Warrant 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 purposes of the Total Number Prospectus and this Agreement, "Business Day" shall mean any day on which trading is conducted on 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 DateNew York Stock Exchange.

Exercise. (a) This Warrant may be exercised one timeor more times, in whole or minimum increments of 10,000 shares50,000 shares (or the balance of the Warrant), on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the payment of the Exercise Price in lawful money of the United States of America in the form of a wire transfer or check, subject to collection, certified or official bank check for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 of this Warrant (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, (in whole or minimum increments blocks of 10,000 100,000 shares being exchanged unless waived by the Company), (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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 sales price for the 5 trading day period prior to the Exchange Date.

Exercise. (a) This Each Warrant may be exercised one timeby 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 whole 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 minimum increments after the Exercise Date, the Warrant Agent shall deposit the cash or check received from the exercise of 10,000 sharesa Warrant in an account for the benefit of the Company and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any business day remaining unexercised Warrants of the Registered Holder), provided that the Warrant Agent shall refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or as the Company may direct in writing. Notwithstanding anything in the foregoing to the contrary, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission a registration statement under the Act covering the shares of Common Stock issuable upon exercise of such Warrant and such shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of such Warrant. The Company shall use its best efforts to have all shares so registered or qualified on or before the expiration date listed above by presentation and surrender hereof to on which the Corporation at 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 only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 SharesWarrants become exercisable. (b) At If, on the Exercise Date in respect of the exercise of any Warrant at any time during on or after the period first anniversary of the date hereof, (i) the market price of the Common Stock is equal to or greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant is solicited by the Underwriter at such time as the Underwriter is a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants and (v) the solicitation of the exercise of the Warrant is not in violation of Regulation M (as such regulation or any successor regulation or rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Underwriter shall be entitled to receive from issuance to expiration the Company, upon exercise of the each of Warrant(s), a fee of five percent (5%) of the aggregate Purchase Price of the Warrants so exercised (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 ExchangeFee"). Within five (5) days of the last day of each month commencing with ________, 1999, [first anniversary of date hereof], the Warrant Agent will notify the Underwriter of each Warrant Certificate which has been properly completed for exercise by holders of Warrants during the last month. The Company and Warrant Agent shall determine, in their sole and absolute discretion, whether a Warrant Certificate has been properly completed. The Warrant Exchange Agent will provide the Underwriter with such information, in connection with the exercise of each Warrant, as the Underwriter shall take place on reasonably request. The Company hereby authorizes and instructs the date Warrant Agent to deliver to the Notice Underwriter the Exercise Fee promptly after receipt by the Warrant Agent from the Company of Exchange a check payable to the order of the Underwriter in the amount of the Exercise Fee. In the event that an Exercise Fee is received by paid to the Underwriter with respect to a Warrant which the Company or the Warrant Agent determines is not properly completed for exercise or in respect of which the Underwriter is not entitled to an Exercise Fee, the Underwriter will promptly return such later Exercise Fee to the Warrant Agent which shall forthwith return such fee to the Company. The Underwriter and the Company may at any time, after ________, 1999, [first anniversary of date as may be specified in hereof] and during business hours, examine the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance records of the shares remaining subject Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. Notwithstanding any provision to the contrary, the provisions of this Warrantparagraph may not be modified, shall be issued as amended or deleted without the prior written consent of the 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 Warrant 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 DateUnderwriter.

Exercise. (a) This Warrant may be exercised one time, in whole or minimum increments of 10,000 50,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at 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 only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 10,000 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Warrants in denominations of one or whole number multiples thereof may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof commencing at any business day time on or before after the expiration date listed above by presentation Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by their holders as follows: The exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Subscription Form (cash or cashless) on the reverse side thereof duly filled in and executed, to the Warrant Agent at its principal office business office, together with payment to the Warrant Agent of a written exercise request and the Exercise Price (as of the date of such surrender) of the Warrants then being exercised (in the case of an exercise for cash) 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. (b) Payment of the Exercise Price (if applicable) 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 United States of America for the benefit of the Company and deliver such payment to the Warrant Agent who shall in turn deliver the form payment to the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a wire transfer or check, subject to collection, for the Warrant. A Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder 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 record the securities issuable thereby as of the Warrant Sharesclose of business on the Exercise Date. . As soon as practicable on or after the Exercise Date and in any event within five business days after such date, notwithstanding that if one or more Warrants have been exercised in 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 manner described in respect of the issue or delivery of the Warrant Shares. this subsection (b) At any time during the period from issuance to expiration (the "Exercise Period"a), the Holder mayWarrant 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. Upon the exercise of any one or more Warrants, at its option, exchange this Warrant, the Warrant Agent shall promptly notify the Company in whole or minimum increments writing of 10,000 shares (a "Warrant Exchange"), into such fact and of the number of Warrant Shares determined securities delivered upon such exercise and shall cause payment in accordance with this Section (1)(b), cash or by surrendering this Warrant at check made payable to the principal office order of the Company, accompanied equal to the Exercise Price of such Warrants (if applicable), to be deposited promptly in the Company's bank account or paid directly to the Company, as specified by a written notice stating the Company. (c) The Company shall not be required to issue fractional shares on the exercise of Warrants. Warrants may be exercised only 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 presented for exercise in full at the same time by the same Registered Holder's intent to effect such exchange, the number of Warrant Shares to whole shares which shall 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing exercise thereof shall be computed on the balance basis of the aggregate number of shares remaining subject to this Warrant, shall be issued as purchasable on exercise of the Exchange Date and delivered to Warrants presented. If any fraction of a share would, except for the Holder within ten (10) days following provisions provided herein, be issuable on the Exchange Date. In connection with exercise of any Warrant Exchange(or specified portion thereof), this Warrant the Company shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) pay an amount in cash equal to (i) the number of Warrant Shares specified such fraction multiplied 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 then current Market 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 Subject to compliance with all applicable securities laws, this Warrant may be exercised one time, in whole or minimum increments of 10,000 sharesin part, at any time or from time to time, on any business day commencing on the earlier of (i) the closing (or first closing if multiple closings) of the Financing, (ii) August 31, 1997, or (iii) immediately prior to a Terminating Transaction under Section 12 (such date being herein referred to as "Commencement Date") and before the expiration date listed above by presentation and surrender hereof Expiration Date, for up to the Corporation at its principal office Maximum Number 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 Purchasable Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 10,000 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 CompanyCompany at 457 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, accompanied Suite E, Sunnyvale, California 94086, with the subscription form attached hereto duly executed by a written notice stating such the Registered Holder's intent , and payment, in cash and/or cancellation of bona fide indebtedness of the Company to effect such exchangethe Registered Holder, of an amount equal to the product obtained by multiplying (i) the number of shares of Warrant Shares Stock 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 purchased by the Company Registered Holder by (ii) the Warrant Price or such later date as may be specified in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such adjusted Warrant Exchange andPrice therefor, if applicable, as determined in accordance with the terms hereof. Upon a partial exercise of this Warrant: (i) the Maximum Purchasable Number of Shares immediately prior to such partial exercise shall be reduced by the number of shares of Warrant Stock purchased upon such exercise of this Warrant, and (ii) this Warrant shall be surrendered by the Registered Holder and replaced with a new Warrant of like tenor evidencing with respect to which the balance new Maximum Purchasable Number of Shares Amount is the former Maximum Purchasable Number of Shares Amount as so reduced. 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 above, and the person entitled to receive the shares remaining subject to this Warrant, of Warrant Stock issuable upon such exercise shall be issued treated for all purposes as the holder of record of such shares as of the Exchange Date close of business on such date. As soon as practicable on or after such date, the Company shall issue and delivered deliver to the Holder within ten (10) days following person or persons entitled to receive the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe same a certificate or certificates for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number whole shares 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 DateStock issuable upon such exercise.

Exercise. (a) This Warrant may be exercised one timeby the Warrantholder by (i) the surrender of this Warrant to the Company, in whole or minimum increments with a duly executed Exercise Form specifying the number of 10,000 sharesWarrant Shares to be purchased, during normal business hours on any business day on or before Business Day during the expiration date listed above by presentation Exercise Period and surrender hereof (ii) the delivery of payment to the Corporation at its principal office Company, by (A) cash, wire transfer of immediately available funds to a written exercise request and bank account specified by the Exercise Price Company, or by certified or bank cashier's check in lawful money of the United States of America America, or (B) by cancellation by the Warrantholder of indebtedness of the Company to the Warrantholder, or (C) by a combination of (A) and (B), of the Exercise Price for the number of Warrant Shares specified in the form Exercise Form. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of a wire transfer such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or check, subject to collection, certificates for the Warrant Shares specified in the exercise requestExercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant should be shall have been exercised only in part onlypart, the Company shall, upon surrender at the time of this Warrantdelivery of the stock certificate or certificates, execute and deliver to the Warrantholder a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares purchasable hereunder. Upon receipt by issuable on the Corporation exercise of an exercise request and representations, together with proper payment this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the Exercise Price, at such office, date as of which the Holder Warrantholder shall be deemed to be the record holder of record of the 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 10,000 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Each Class A Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on by the Registered Holder thereof at any business day time on or before after the expiration date listed above by presentation Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and surrender hereof subject to the Corporation at its principal office of a written exercise request conditions set forth herein 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 applicable Warrant Shares specified in the exercise requestCertificate. If this A Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder 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 those securities upon the exercise of the Warrant Shares, notwithstanding that the stock transfer books as of the Corporation close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall then deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be closed or that certificates representing such Warrant Shares shall not then be actually issued and delivered by the Transfer Agent, to the Holder. The Corporation shall pay person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect remaining unexercised Warrants of the issue or delivery Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant Sharesand clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. (b) At If, subsequent to ____, 1997, in respect of the exercise of any time during the period from issuance to expiration (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrants, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and such member was designated in whole or minimum increments writing by the holder of 10,000 shares such Warrant as having solicited such Warrant, (iii) the Warrant was not held in a "Warrant Exchange")discretionary account, into the number (iv) disclosure of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised shall, on behalf of the Company, accompanied by pay from the proceeds received upon exercise of the Warrant(s), a written notice stating such Holder's intent fee of 8% of the Purchase Price to effect such exchange▇▇▇▇▇▇▇▇▇ (of which 1% may be reallowed to the dealer who solicited the exercise, which may also be ▇▇▇▇▇▇▇▇▇). Within five days after exercise, the number Warrant Agent shall send ▇▇▇▇▇▇▇▇▇ a copy of the reverse side of each Warrant Shares exercised. ▇▇▇▇▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to be exchanged compliance with this Section. In addition, ▇▇▇▇▇▇▇▇▇ and the date on which Company may at any time during business hours, examine 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance records of the shares remaining subject to this WarrantWarrant Agent, shall be issued as of the 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 Warrant 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.including its

Exercise. (a) This Each Warrant may be exercised one timeexercised, in whole or minimum increments in part, by the Registered Holder thereof at any time prior to the Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable certificate representing the Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of 10,000 sharesbusiness on the Exercise Date and the person entitled to receive the Common Stock deliverable upon such exercise shall be treated for all purposes as the holder of such Common Stock upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of such Warrant. Promptly following, and in any event within five business days after the date of such notice from the Warrant Agent, the Warrant Agent, on any business day on or before behalf of the expiration date listed above Company, shall cause to be issued and delivered by presentation and surrender hereof the Transfer Agent, to the Corporation at its principal office person or persons entitled to receive the following documents, unless prior to the date of a written exercise request and issuance of such documents, the Company shall instruct the Warrant Agent to refrain from causing such issuance pending clearance of checks received in payment of the Exercise Price pursuant to such Class A Warrants: (1) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such exercise in lawful money such name(s) and such denomination(s) as specified on the applicable exercise form; and (2) a new certificate representing the applicable Class A Warrants entitling the Registered Holder to purchase the number of shares of Common Stock as to which the original certificate was not exercised and reflecting any changes to the Exercise Price which have theretofore been effectuated and which certificate shall otherwise be in form and substance identical to that delivered by the Registered Holder to the Company for said exercise. Upon the exercise of any Warrant and clearance of the United States of America in the form of a wire transfer or checkfunds received, subject to collection, for the Warrant Shares specified in Agent shall promptly remit (i) the exercise request. If this applicable Warrant should be exercised in part onlySolicitation Fee, the Company shallif any, upon surrender of this Warrantto Wals▇ ▇▇▇n▇▇▇, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase ▇▇d (ii) the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of received for the 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 10,000 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 the Company may be specified direct in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Datewriting.

Exercise. (a) This Each Warrant may be exercised one timeby 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of the Representative or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "WARRANT PROCEEDS") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 SharesSECTIONS 4(B) AND 4(C) hereof. (b) At If, at the Exercise Date in respect of the exercise of any time during Warrant after [__], 1998, (i) the period from issuance to expiration market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("Exercise PeriodNASD"), (iii) the Holder maywarrant holder designates in writing that the exercise of the Warrant was solicited by a member of the NASD and designates in writing the broker-dealer to receive compensation for such exercise, at its option(iv) the Warrant was not held in a discretionary account, exchange this Warrant, in whole or minimum increments (v) disclosure of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise; and (vi) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such regulation or any successor regulation may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, accompanied pay from the Warrant Proceeds, a fee of [__]% (the "EXERCISE FEE") of the Purchase Price to the Representative (of which a portion may be reallowed by a written notice stating such Holder's intent the Representative to effect such exchangethe dealer who solicited the exercise, which may also be the number Representative or ▇.▇. ▇▇▇▇▇ & Co., Inc.). In the event the Exercise Fee is not received within five days of Warrant Shares to be exchanged and the date on which the Holder requests that such Company receives Warrant Exchange occur Proceeds, then the Exercise Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), payable by the "Notice Company to the Representative at the time the Representative receives the Exercise Fee. Within five days after exercise the Warrant Agent shall send to the Representative a copy of Exchange"the reverse side of each Warrant exercised. The Representative shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this SECTION 4(B). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the Representative, including legal fees, in connection with the solicitation, redemption or exchange of the Warrants. In addition, the Representative and the Company may at any time during business hours, examine the records of the Warrant Exchange shall take place on Agent, including its ledger of original Warrant Certificates returned to the date Warrant Agent upon exercise of Warrants. The provisions of this SECTION 4(B) may not be modified, amended or deleted without the Notice prior written consent of Exchange the Representative. (c) In order to enforce the provisions of SECTION 4(B) above, in the event there is any dispute or question as to the amount or payment of the Exercise Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Exercise Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from the Representative that the required Exercise Fee has been 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 DateRepresentative.

Exercise. (a) This Warrant Subject to the provisions of Sections 8 hereof and the limitations on exercise set forth in the Company's Private Placement Memorandum published in connection with the Private Offering of the Units, the Warrants, as they may be adjusted as set forth herein, may each be exercised to acquire one time(1) share of Common Stock at a price (the "Warrant Exercise Price") of $1.25, subject to adjustment as hereinafter provided, in whole or minimum increments in part at any time during the period (the "Warrant Exercise Period") beginning on the date of 10,000 sharestheir issuance and ending one year after the date of their issuance (the "Warrant Expiration Date"), on any business day on or before unless extended by a majority vote of the expiration date listed above by presentation Board of Directors for the Company (the "Board of Directors") for such length of time as they, in their sole discretion, deem reasonable and surrender hereof necessary. Warrants shall be deemed to have been exercised immediately prior to the Corporation close of business on the date (the "Exercise Date") of the surrender for exercise of the certificate evidencing the Warrants being exercised. An exercise form in the form of Exhibit "A" attached to the Warrant certificate shall also be executed by the Registered Holder thereof or his attorney duly authorized in writing and shall be delivered, together with payment to the Company at its principal corporate offices located at 5301 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (▇▇e "Corporate Office"), or at any such other office of a written exercise request and or agency as the Company may designate, in cash or by official bank or certified check, in an amount equal to the aggregate Warrant Exercise Price for the Warrant Shares being purchased, all 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 only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 HolderAmerica. 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 person entitled to expiration (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 shares (a "Warrant Exchange"), into receive the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this deliverable on exercise shall be treated for all purposes as the holder of such Warrant at the principal office Shares as of the Companyclose of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interest in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. Within 10 days after the Exercise Date and in any event prior to the Warrant Expiration Date, accompanied the Company at its sole expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates in the name requested by a written notice stating such Holder's intent to effect such exchange, the Registered Holder for the number of Warrant Shares to deliverable on such exercise. No adjustment shall be exchanged made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. All shares of Common Stock or other securities delivered upon the exercise of the Warrants shall be validly issued, fully paid and non-assessable. 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 date on which Company shall not be affected by any notice to the Holder requests that such Warrant Exchange occur (the "Notice of Exchange")contrary. The Warrant Exchange Warrants shall take place on not entitle the date holder thereof to any of the Notice rights of Exchange is received by a shareholder of the Company or such later date as may be specified in to any dividend declared on the Notice of Exchange (Common Stock unless the "Exchange Date"). Certificates for holder shall have exercised the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Warrants prior to the Exchange Daterecord date fixed by the Board of Directors for the determination of holders of Common Stock entitled to such dividends or other rights.

Exercise. (a) This Warrant Rightsholders may be exercised one time, in whole or minimum increments of 10,000 shares, on any business day on or before the expiration date listed above acquire Series A Common Stock pursuant to their basic subscription privilege and their oversubscription privilege by presentation and surrender hereof delivery to the Corporation at 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 Agent as specified in the exercise request. If this Warrant should be exercised Prospectus (i) the Subscription Certificate, duly executed by such Rightsholders in part only, accordance with and as provided by the Company shall, upon surrender of this Warrant, execute terms and deliver a new Warrant evidencing the rights conditions of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representationsSubscription Certificate, together with proper payment (ii) the estimated purchase price, as disclosed in the Prospectus, for each share of Series A Common Stock subscribed for by exercise of such Rights, in U.S. dollars by check or bank draft drawn upon a United States bank or postal, telegraphic or express money order, in each case payable to the order of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 SharesAgent. (b) At Rights may be exercised at any time during after the period from issuance to expiration distribution date of the Subscription Certificates but no later than 5:00 P.M. New York time on December 2, 2002 (the "Exercise Expiration Time"). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the Shareholder Services Division of the Agent specified in the Prospectus. (c) Notwithstanding the provisions of Sections 4(a) and 4(b) regarding delivery of an executed Subscription Certificate to the Agent prior to the Expiration Time, if prior to such time the Agent receives a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank, a trust company or a New York Stock Exchange member guaranteeing delivery of (i) payment of the full Subscription Price for the shares of Common Stock subscribed for pursuant to the basic subscription privilege and any additional shares of Common Stock subscribed for pursuant to the oversubscription privilege, and (ii) a properly completed and executed Subscription Certificate, then such exercise of Rights shall be regarded as timely, subject, however, to receipt of the duly executed Subscription Certificate and full payment for the Common Stock by the Agent within three Business Days (as defined below) after the Expiration Time (the "Protect Period"), . For the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 purposes of the CompanyProspectus and this Agreement, 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 "Business Day" shall mean any day on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place trading is conducted 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant New York Stock Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 The purchase rights set forth in this Warrant may be exercised one timeare exercisable by the Warrantholder, in whole or minimum increments of 10,000 sharesin part, on at any business day on time, or before from time to time, during the expiration date listed above Warrant Term, by presentation and surrender hereof tendering to the Corporation Company at its principal office a notice of a written exercise request and the Exercise Price in lawful money of the United States of America in the form attached hereto as Exhibit A (the “Notice of Exercise”), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than three (3) trading days thereafter, the Company shall issue to the Warrantholder a wire certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit B (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases, if any. In lieu of delivering physical certificates representing the shares of Common Stock, upon written request of the Warrantholder, any such shares issued upon exercise shall be delivered electronically by credit to the Warrantholder’s account indicated on the Notice of Exercise (or such other account as indicated on the Notice of Exercise) through the Deposit Withdrawal Agent Commission (DWAC) system, provided that the conditions of Section 11(d) are met with respect to such shares and the Company’s transfer agent is participating in the Fast Automated Securities Transfer Program of the Depository Trust Company. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, subject to collection, for or (ii) by surrender of all or a portion of the Warrant Shares specified in for shares of Common Stock to be exercised under this Warrant and, if applicable, an amended Warrant representing the exercise requestremaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If this Warrant should be exercised in part onlythe Warrantholder elects the Net Issuance method, the Company shall, upon surrender will issue Common Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Warrant, execute and deliver a new Warrant evidencing . A = the rights fair market value of one (1) share of Common Stock at the Holder hereof to purchase the balance time of the Warrant Shares purchasable hereunderissuance of such shares of Common Stock. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of B = the Exercise Price. For purposes of the above calculation, at such officefair market value of one (1) share of Common Stock shall mean: (i) if the Common Stock is traded on the New York Stock Exchange, the Holder American Stock Exchange, any exchange operated by the NASDAQ Stock Market, Inc. or any other securities exchange, the fair market value shall be deemed to be the holder volume-weighted average of record the closing prices over a twenty (20) trading day period ending two (2) days before the day the fair market value of the securities is being determined ; or (ii) if at any time the Common Stock is not listed on any securities exchange, the fair market value of such Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors; (iii) if the Company shall become subject to a Merger Event, the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an agreement substantially in the form of the Warrant Sharesrepresenting the remaining number of shares purchasable hereunder. All other terms and conditions of such agreement shall be identical to those contained herein, notwithstanding that the stock transfer books of the Corporation shall then be closed or that certificates representing such Warrant Shares shall including, but not then be actually delivered limited 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 SharesEffective Date hereof. (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 10,000 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Subject to the provisions of this Agreement and the Plan, the Options granted hereby shall vest and become exercisable as set forth in paragraph (b) of this Section 2. To the extent exercisable, these Options may be exercised one time, in whole or minimum increments of 10,000 shares, on in part at any business day on time and from time to time until fully exercised or before until the Option expiration date listed set forth above by presentation and surrender hereof to or until these Options otherwise terminate under the Corporation at 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 only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 SharesPlan. (b) At any time Section 8 of the Employment Agreement, which defines the five "Critical Milestones" taken from the Business Plan (as such term is defined in Section 6 of the Employment Agreement), is incorporated herein by reference with the same effect as if set forth in full in this paragraph (b). The Options granted hereby shall become vested and exercisable upon the attainment and satisfaction during the period from issuance Term of either the Critical Milestones, as provided in clause (i) below, or the Financial Milestones, as provided in clause (ii) below. (i) Upon the satisfaction of any of the Critical Milestones, as determined by the Board of Directors of the Company, Options to expiration purchase 380,000 shares shall become vested and exercisable. (ii) Upon the "Exercise Period"satisfaction of any Financial Milestone (as such term is defined in clause (iii) below, Options to purchase 600,000 shares shall become vested and exercisable. (iii) As used in this paragraph (b), the Holder mayterm "Financial Milestone" means the completion on an equity investment contemplated by the Business Plan in the Company and/or any wholly-owned subsidiary of the Company in the aggregate amount of Five Million Dollars ($5,000,000). Each Financial Milestone may be completed in one or more transactions. The first Financial Milestone shall be measured from April 1, at its option2003, exchange this Warrantthe second Financial Milestone shall be measured from the completion of the first Financial Milestone, and the third Financial Milestone shall be measured from the completion of the second Financial Milestone. No Financial Milestone may be waived, in whole or minimum increments of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b)part, by surrendering this Warrant at the principal office Board of Directors of the Company unless the Chairman of the Board, in his sole discretion, shall have introduced a motion to the Board of Directors for total or partial waiver of any Financial Milestone based on the on-going performance of Optionee as the President and Chief Operating Officer of the Company, accompanied by a written notice stating such Holder's intent to effect such exchange, the number financial capability of Warrant Shares to be exchanged the Company and the date timely satisfaction on which the Holder requests that such Warrant Exchange occur (the "Notice budget 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Dateeach Critical Milestone.

Exercise. (a) This Warrant The purchase rights represented by the Option may be exercised one timeExercised by the Grantee, in whole or minimum increments in part (in the case of 10,000 sharespartial 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 the date hereof, 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 business day date that the Company’s common stock is not quoted on or before the expiration date listed above by presentation and surrender hereof OTC Bulletin Board of the Financial Industry Regulatory Authority : (a) The Grantee shall deliver to the Corporation at its principal office of Escrow Agent a written exercise request and notice of its election to Exercise the Option (“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 only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representationsNotice”), together with: (i) the original Option, with proper payment the Purchase Form annexed thereto (the “Purchase Form”) completed to specify (A) the number of Option Shares for which the Grantee is exercising the Option (the “Purchased Shares”), and (B) the applicable Exercise Price, at and (ii) cash or a certified check or bank draft in the amount of the Aggregate Exercise Price. In order for such officeExercise to be effective as of a particular date, the Holder shall Exercise Notice must be deemed to be delivered by the holder of record of the 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 Grantee to the Holder. The Corporation shall pay any and all transfer agent feesEscrow Agent by 5:00 p.m., documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the Warrant SharesMountain Standard Time. (b) At any time during The Escrow Agent shall, as soon as practicable after receipt of an Exercise Notice, effectuate the period from issuance proper: (i) distribution of the Aggregate Exercise Price to expiration the Shareholders on a pro rata basis, and (ii) release the "Exercise Period")Purchased Shares to the Grantee. (c) The Shareholders and ▇▇▇▇▇▇ acknowledge that, upon the Holder may, at its option, exchange this Warrant, Grantee’s exercise of the Option in whole or minimum increments of 10,000 shares (an amount that is sufficient to give it 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 majority of the Company, accompanied by a written notice stating such Holder's intent to effect such exchange’s outstanding shares of common stock, the number Grantee shall have the right to place its designees on the Company’s Board of Warrant Shares to be exchanged Directors and the date on which Shareholders and ▇▇▇▇▇▇ further agree to use their best efforts to facilitate the Holder requests that preparation of 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 documentation as may be specified necessary or advisable in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 Dateregard.

Exercise. (a) This Warrant may be exercised one timeThe purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or minimum increments of 10,000 sharesin part, on at any business day on time, or before from time to time, subject to Section 3(b), prior to the expiration date listed above of the term set forth in Section 2, by presentation and surrender hereof tendering to the Corporation Company at its principal office a notice of a written exercise request and the Exercise Price in lawful money of the United States of America 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 Purchase Price in accordance with the terms set forth below, and in no event later than two (2) business days thereafter, the Company or its transfer agent shall, at the direction of the Warrantholder, either (i) issue to the Warrantholder a wire transfer certificate for the number of shares of Common Stock purchased, or (ii) credit the same to the Warrantholder no later than the second (2nd) trading day following the Company’s receipt of the Notice of Exercise, and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, subject to collectionor (ii), if at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance issuance of the Warrant Shares purchasable hereunder. Upon receipt to the Warrantholder, by the Corporation surrender of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record all or a portion of the Warrant Shares, notwithstanding that the stock transfer books for shares 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 10,000 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 Common Stock 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 Warrant Exchange exercised under this Agreement and, if applicable, a new Warrant an amended Agreement setting forth the remaining number of like tenor evidencing shares purchasable hereunder, as determined below (“Net Issuance”). If the balance Warrantholder elects the Net Issuance method, and such an exercise is permitted hereunder, the Company will issue shares of Common Stock in accordance with the shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within ten (10following formula: X = Y(A-B) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire Where: X = the number of Warrant Shares (rounded shares of Common Stock to be issued to the next highest integerWarrantholder. Y = the number of shares of Common Stock requested to be exercised under this Agreement. A = the then-current fair market value of one (1) equal shares of Common Stock at the time of exercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each shares of Common Stock: (i) at all times when the number Common Stock shall be traded on a national securities exchange, inter-dealer quotation system or over-the-counter bulletin board service, the volume weighted average price of the Common Stock on the trading day immediately preceding the date on which Warrantholder elects to exercise this Warrant Shares specified by means of a Net Issuance, as set forth in the Holder in its applicable Notice of Exchange (the "Total Number") less Exercise; (ii) if the number of Warrant Shares equal to exercise is in connection with a Merger Event, the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current fair market value of a share of Common Stock. Current Stock shall be deemed to be the per share value received by the holders of the outstanding shares of Common Stock pursuant to such Merger Event as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the average closing trading price for Company’s Board of Directors. Upon partial exercise by either cash or, upon request by the 5 trading day period Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the Exchange Dateexpiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of the Underwriter or checksuch other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At If, at the Exercise Date in respect of the exercise of any Warrant after______, 1998, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time during of the period original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from issuance to expiration the Warrant Proceeds, a fee of 5% (the "Exercise PeriodFee"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 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 CompanyPurchase Price to the Underwriter (of which a portion may be reallowed by the Underwriter to the dealer who solicited the exercise, accompanied by a written notice stating such Holder's intent to effect such exchangewhich may also be the Underwriter or ▇.▇. ▇▇▇▇▇ & Co., Inc.). In the number event the Exercise Fee is not received within five days of Warrant Shares to be exchanged and the date on which the Holder requests that such Company receives Warrant Exchange occur Proceeds, then the Exercise Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), payable by the "Notice Company to the Underwriter at the time the Underwriter receives the Exercise Fee. Within five days after exercise the Warrant Agent shall send to the Underwriter a copy of Exchange"the reverse side of each Warrant exercised. The Underwriter shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). The Warrant Exchange Company shall take place on pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the date Underwriter, including legal fees, in connection with the Notice solicitation, redemption or exchange of Exchange is received by the Warrants. In addition, the Underwriter and the Company or such later date as may be specified in at any time during business hours, examine the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance records of the shares remaining subject to this WarrantWarrant Agent, shall be issued as including its ledger of the Exchange Date and delivered original Warrant Certificates returned 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 Warrant 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.Agent

Exercise. (a) This Warrant may be exercised one timeor more times, in whole or minimum increments of 10,000 sharesshares (or the balance of the Warrant), on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the payment of the Exercise Price in lawful money of the United States of America in the form of a wire transfer or check, subject to collection, certified or official bank check for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 of this Warrant (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 25,000 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 sales price for the 5 trading day period prior to the Exchange Date.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of Blai▇ ▇▇ such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or checkany delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the Holder mayIf, at its optionthe Exercise Date in respect of the exercise of any Warrant after _______, exchange this 199_, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in whole or minimum increments writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, accompanied pay from the Warrant Proceeds, a fee of 5% (the "Blai▇ ▇▇▇") of the Purchase Price to Blai▇, ▇▇less Blai▇ ▇▇▇uses or is unable to solicit such exercise (of which a portion may be reallowed by a written notice stating Blai▇ ▇▇ the dealer who solicited the exercise, which may also be Blai▇ ▇▇ D.H. ▇▇▇▇▇ & ▇o., Inc., unless Blai▇ ▇▇▇uses or is unable to solicit such Holder's intent to effect such exchange, exercise). In the number event the Blai▇ ▇▇▇ is not received within five days of Warrant Shares to be exchanged and the date on which the Holder requests that Company receives Warrant Proceeds, unless such failure to make payment occurs as a result of actions by a person other than the Company and the Company has used its best efforts to cause the Blai▇ ▇▇▇ to be paid, then the Blai▇ ▇▇▇ shall begin accruing interest at an annual rate of prime plus four percent (4%), (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Blai▇ ▇▇▇, the Warrant Exchange occur (Agent is hereby expressly authorized to withhold payment to the "Notice Company of Exchange")the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Blai▇ ▇▇▇, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The Warrant Exchange shall take place on funds placed in the date escrow account may not be released to the Notice of Exchange is Company without a written agreement from Blai▇ ▇▇▇t the required Blai▇ ▇▇▇ has been 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares 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. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant 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 DateBlai▇.

Exercise. (a) This Each Warrant may be exercised one timeby the Registered Holder thereof at any time on or after the Initial 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 of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of 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 Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in whole or minimum increments the case of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America payment made in the form of a wire transfer check drawn on an account of Blair or checksuch other investment banks and brokerage ▇▇▇▇▇s as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender provisions of this Warrant, execute Sections 4(b) and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall be deemed to be the holder of record of the 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 Shares4(c) hereof. (b) At any time during the period from issuance to expiration (the "Exercise Period"), the Holder mayIf, at its option, exchange this the Exercise Date in respect of the exercise of any Warrant, (i) the market price of the Company's Series A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in whole or minimum increments writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant compensation arrangements was made both at the principal office time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, accompanied by pay from the Warrant Proceeds, a written notice stating such Holder's intent to effect such exchange, the number fee of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur 5% (the "Notice Blair Fee") of Exchange"the Purchase Price to Blair (of whic▇ ▇ ▇ortion may be reallowed to the d▇▇▇▇▇ who solicited the exercise, which may also be Blair or D.H. Blair & Co., Inc.). The In the event th▇ ▇▇▇ir F▇▇ ▇▇ ▇▇▇ ▇eceived within five days of the d▇▇▇ ▇n which the Company receives Warrant Exchange Proceeds, then the Blair Exercise Fee shall take place on the date the Notice begin accruing interest at ▇▇ ▇nnual rate of Exchange is received prime plus four (4)%, payable by the Company to the Blair at the time Blair receives the Blair Fee. Wi▇▇▇▇ five days aft▇▇ ▇▇ercise the War▇▇▇▇ Agent shall send to Blair a copy of the reverse side of each Warrant ex▇▇▇▇▇ed. Blair shall reimburse the Warrant Agent, upon reque▇▇, ▇or such later date as its reasonable expenses relating to compliance with this section 4(b). In addition, Blair and the Company may at any time during busine▇▇ ▇▇urs, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be specified modified, amended or deleted without the prior written consent of Blair. (c) In order to enforce the prov▇▇▇▇▇s of Section 4(b) above, in the Notice event there is any dispute or question as to the amount or payment of Exchange (the "Exchange Date"). Certificates Blair Fee, the Warrant Agent is hereby expressly au▇▇▇▇▇zed to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant purpose of like tenor evidencing depositing the balance entire amount of the shares remaining subject Blair Fee, which amount will be deducted from the n▇▇ ▇▇rrant Proceeds to this Warrant, shall be issued as of the Exchange Date and delivered paid to the Holder within ten (10) days following Company. The funds placed in the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded escrow account may not be released to the next highest integer) equal to (i) Company without a written agreement from Blair that 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 Daterequired Blair Fee has been received ▇▇ ▇lair.

Exercise. (ai) This A Warrant Holder may be exercised one timeexercise the Warrants, in whole or minimum increments in part, to purchase the Underlying Shares in such amounts as may be elected upon surrender of 10,000 sharesthe Warrant Certificate(s), on any business day on or before the expiration date listed above by presentation and surrender hereof together with duly executed Subscription Form(s), to the Corporation Company at its principal office of a written exercise request and corporate office, together with the Exercise full Underlying Share Purchase Price for each Underlying Share to be purchased, in lawful money of the United States, or by certified check or bank draft payable in United States dollars to the order of America the Company and upon compliance with and subject to the conditions set forth herein and in the form Warrant Certificate(s). (ii) Upon receipt of a wire transfer or checksuch Warrant Certificate(s), subject to collectiontogether with the duly executed Subscription Form(s), and accompanied by payment of the Underlying Share Purchase Price for the Warrant number of Underlying Shares specified in the exercise request. If this Warrant should be exercised in part onlyfor which such Warrants are then being exercised, the Company shall, upon surrender subject to Section 6(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 the Warrant Certificate(s), the Subscription Form(s) and the Underlying Share Purchase Price, to the Warrant Holder certificates for such shares of this WarrantCommon Stock in such denominations as are requested by the Warrant Holder in the Subscription Form(s). (iii) In case a Warrant Holder shall exercise Warrants with respect to less than all of the Underlying Shares, the Company will execute and deliver a new Warrant evidencing Certificate(s), substantially in the rights of the Holder hereof to purchase form attached hereto as Exhibit A, which shall be exercisable for the balance of the Underlying Shares that may be purchased upon exercise of the unexercised portion of the Warrants and shall deliver such new Warrant Shares purchasable hereunderCertificate(s) to the Warrant Holder. Upon receipt Warrant Certificates shall be executed on behalf of the Company by the Corporation of an exercise request and representations, together with proper payment Company's Chairman of the Exercise PriceBoard, at such officePresident or any Vice President and by its Treasurer, the Holder an Assistant Treasurer, its Secretary or an Assistant Secretary. (iv) Warrants 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 Underlying Shares and any Warrant Certificate(s) representing the unexercised portion of the Warrants deliverable upon such exercise shall be treated for all purposes as the holder of record such Underlying Shares and unexercised Warrants, respectively, upon such exercise as of the Warrant Shares, notwithstanding close of business on the Exercise Date. (v) The Company covenants and agrees 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 it will pay when due and payable any and all transfer agent fees, documentary stamp or similar issue or transfer taxes that may be payable in respect of the issue or delivery of the Warrants or the issue of any Underlying Shares. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer by the Warrant Shares. (b) At Holder of the Warrants or any Underlying Shares to any person or entity at the time during of surrender. Until the period from issuance payment of the tax referred to expiration (in the "Exercise Period")previous sentence and the presentation to the Company by the Warrant Holder of reasonable proof of such payment, the Holder may, at its option, exchange this Warrant, in whole Company shall not be required to issue Underlying Shares or minimum increments of 10,000 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 Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares remaining subject Certificates representing unexercised Warrants to this Warrant, shall be issued as of the 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 Warrant 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 Datetransferee.