Common use of Exercise Clause in Contracts

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Warrant and this Agreement, a Warrant countersigned by this the Warrant Agent may be made, in whole or in part, at any time or times on or after exercised by the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate Registered Holder thereof by notice in writing to the registered Holder at the address office of the Holder appearing on Warrant Agent, or to the books office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the CompanyUnited States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of a duly executed copy any Notice of Exercise form be required. Upon delivery of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of exercise as aforesaid, delivery of the Holder shall deliver Warrant Shares; provided payment of the aggregate Exercise Price for the shares specified (other than in the applicable Notice case of Exercise by wire transfer or cashier's check drawn on a United States bank, unless Cashless Exercise) is received within three Trading Days of delivery of the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromcontrary, the Company), the Registered Holder shall not be required to physically surrender this its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available hereunder under the respective Warrant and the such Warrant has been exercised in full, in which case, the Registered Holder shall surrender this the Warrant to the Company for cancellation within two Trading Days three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of The Registered Holder and any dispute or discrepancyassignee, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereethe Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof.

Exercise. Optionee shall exercise the Option by delivering a notice (athe "Exercise Notice") to Lonstein specifying (i) the number of Option Shares with respect to which it intends to exercise the Option, and (ii) a date not less than three business days nor more than ten business days after the date on which the Exercise Notice is dated, on which the purchase and sale contemplated thereby is to be consummated (the "Option Closing Date"); provided, that, to the extent necessary, any Option Closing Date shall be automatically delayed until that date which is three business days after the termination or expiration of all applicable waiting periods under the HSR Act. No Exercise Notice shall be delivered after May 10, 2007. On the Option Closing Date, Lonstein will deliver to Optionee, at the offices of White & Case LLP, 1155 Avenue of the Americas, New York, New York, a certificate or certificates representing the Option Shares being purchased. Optionee will purchase rights represented such Option Shares from Lonstein by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery delivering to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in Lonstein an amount equal to the applicable number then effective Purchase Price per share of Warrant Shares purchased. The Holder and the Company shall maintain records showing Common Stock multiplied by the number of Warrant Option Shares to be purchased and on the date of such purchasesrelevant Option Closing Date. Upon exercise of any The aggregate Purchase Price with respect to the purchased Option Shares shall be paid by certified or bank cheque delivered in the amount of the Warrants represented hereby, aggregate Purchase Price tendered to Lonstein at the Company shall deliver Option closing; provided that upon notice to Optionee given not less than two business days prior to the Holder a warrant exercise grid in Closing Date, Lonstein may require that the form attached as Annex B hereto (the "Exercise Grid") aggregate Purchase Price with notations as respect to the number purchased Option Shares be paid by wire transfer of Warrants so exercised, immediately available funds to an account or accounts designated by Lonstein at least two business day prior to the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofOption Closing Date.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) of the Pre-funded Warrants may exercise Pre-funded Warrants by this delivering to the Warrant may Agent, not later than [5:00 P.M]., Eastern Standard Time, on any business day a notice of exercise of the Pre-funded Warrants to be made, exercised (i) in whole or in part, at any time or times on or after the Initial Exercise Date form attached to the Global Warrant and on or before the Termination Date by delivery (ii) (A) payment to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing Exercise Price multiplied by the number of Warrant Shares purchased and as to which the date Pre-funded Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of such purchasesimmediately available funds or (B) by notifying the Company that this Pre-funded Warrant is being exercised pursuant to a Cashless Exercise. Upon All other requirements for the exercise of any a Warrant shall be as set forth in the Pre-funded Warrant. Subject to the provisions of the Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) of the Series A Warrants represented hereby, the Company shall deliver may exercise Series A Warrants by delivering to the Holder Warrant Agent, not later than [5:00 P.M.], Eastern Standard Time, on any business day before the Expiration Date a warrant notice of exercise grid of the Series A Warrants to be exercised (i) in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number Global Warrant and (ii) (A) payment to the Company of Warrants so exercised, an amount equal to the applicable Aggregate Exercise Price in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Series A Warrant Shares so issued and is being exercised pursuant to a Cashless Exercise. All other requirements for the number exercise of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid a Series A Warrant shall be controlling and determinative as set forth in the absence of manifest errorSeries A Warrant. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of Subject to the provisions of this Section 2(a)the Global Warrant, following the purchase a Holder (or a Participant or a designee of a portion Participant acting on behalf of a Holder) of the Series B Warrants may exercise Series B Warrants by delivering to the Warrant Shares hereunderAgent, not later than [5:00 P.M.], Eastern Standard Time, on any business day after the number Series B Exercise Date and before the Expiration Date a notice of exercise of the Series B Warrants to be exercised (i) in the form attached to the Global Warrant Shares and (ii) (A) payment to the Company of an amount equal to the applicable Aggregate Exercise Price in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Series B Warrant is being exercised pursuant to a Cashless Exercise. All other requirements for purchase hereunder at any given time may the exercise of a Series B Warrant shall be less than as set forth in the amount stated on the face hereofSeries B Warrant.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A annexed hereto. Within three two Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebe required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two one Trading Days Day of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. The “Initial Exercise Date” shall mean the date registration statement on Form S-1 for the initial registration of the Common Stock is declared effective by the United State Security and Exchange Commission.

Exercise. Prior to the exercise of all or any part of this Warrant, -------- Holder shall give thirty (a30) Exercise days prior written notice ("Holder Notice") of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery his intent to exercise to the Company (at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other office or agency of the Company address as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing designate in a written notice to the number of Warrant Shares purchased and the date Holder hereof. Within five (5) days after receipt of such purchases. Upon exercise of any of the Warrants represented herebynotice, the Company shall deliver to Holder: any Prospectus used by the Company during the year in which the Holder Notice is received, together with all supplemental information required to insure that such prospectus does not omit to state or misstate a warrant exercise grid in material fact; its Annual Reports on Form 10-K, if any, for the form attached as Annex B hereto Company's most recently completed fiscal year; all Quarterly Reports on Form 10- Q, if any, filed by the Company during its current fiscal year; and all Current Reports on Form 8-K, if any, filed by the Company during its current fiscal year. Holder shall have until the thirtieth (30/th/) day from the date of the Holder Notice to rescind such notice. If Holder does not elect to rescind the Holder Notice, then on or within five (5) days after such thirtieth (30/th/) day, Holder shall deliver to Company (the "Exercise GridDelivery"): (i) with notations as to this Warrant, (ii) a signed statement indicating the number of Warrants so exercisedShares to be purchased, and (iii) either (A) a certified check in the amount of the Exercise Price or (B) that certain promissory note dated of even date herewith in the original principal amount of __________________ between the Company and Holder, along with a signed statement directing the Company to cancel that portion of such promissory note which is equal to the Exercise Price. Upon receipt of the Exercise Delivery, the Warrant Shares so issued Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver, or cause to be executed and delivered to Holder a certificate or certificates for the total number of Warrants still outstanding hereunderwhole Shares for which this Warrant is being exercised. The If this Warrant is exercised with respect to less than all of the Shares, (i) the Company shall deliver any objection issue a new warrant for the remaining shares covered by this Warrant and (ii) if the Promissory Note is used to any Notice of fund the Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancyPrice, the Exercise Grid Company shall be controlling and determinative in issue a replacement promissory note with an appropriate adjustment to the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofprincipal amount.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Subject to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a8.6, the Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), following which shall be irrevocable except as set forth in this Section 8.6(a). The redemption shall occur on the purchase Specified Redemption Date; provided, however, a Specified Redemption Date shall not occur until such later date as may be specified pursuant to any agreement with an Original Limited Partner. An Original Limited Partner may exercise a Redemption Right any time and any number of times. A Redeeming Partner may not exercise the Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Units held by such Redeeming Partner. If (i) an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the exercise of a portion Redemption Right hereunder and (ii) the issuance of a Share Amount pursuant to the exercise of a Redemption Right would violate the provisions of Section 5.2 of the Warrant Articles of Incorporation as a result of the ownership of such Shares hereunder, so acquired by such Original Limited Partner (the number of Warrant Shares available for purchase hereunder at any given time may in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the exercise of such Redemption Right to comply with the provisions of said Section 5.2 of the Articles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be less than in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the amount stated on which would be payable to such Redeeming Partner pursuant to Section 5.3 of the face hereofArticles of Incorporation if such Excess Shares were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Section 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any form of waiver or exemption thereunder.

Exercise. In order to exercise the Option with respect to any vested portion, the Optionee shall provide written notice (athe "Exercise Notice") Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other at its principal executive office or agency stating the number of shares in respect of which the Company as it may designate option is being exercised. The Exercise Notice must be signed by notice in writing to the registered Holder at the Optionee and must include his complete address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exerciseand social security number. If the Holder person exercising the Option is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure a transferee of the Company to pay Optionee by will or under the transfer agentlaws of descent and distribution, the Holder may deduct Exercise Notice must be accompanied by appropriate proof of the right of such sums it pays transferee to exercise this Option. At the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromtime of exercise, the Company), the Holder Optionee shall not be required to physically surrender this Warrant pay to the Company until the Holder has purchased all Purchase Price per share set forth on ATTACHMENT A to this Agreement times the number of vested shares as to which the Warrant Shares available hereunder and Option is being exercised. The Optionee shall make such payment (i) by certified check or (ii) if the Warrant has been Company so permits, in its sole discretion, by the delivery of shares of Common Stock having a Fair Market Value (defined below) on the date immediately preceding the exercise date equal to the aggregate Purchase Price. If the Option is exercised in full, in which case, the Holder Optionee shall surrender this Warrant Agreement to the Company at the Company's option for cancellation within two Trading Days of cancellation. If the date Option is exercised in part, the final Notice of Exercise is delivered Optionee shall surrender this Agreement to the Company. Partial exercises of , at the Company's option, so that the Company may make appropriate notation hereon or cancel this Warrant resulting in purchases of Agreement and issue a new agreement representing the unexercised portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedOption. The Holder and Option may not be exercised for less than 100 shares at a time or the Company remaining shares purchasable under the Option, if less than 100 shares. "Fair Market Value" shall maintain records showing mean (i) Market or other exchange on which the number of Warrant Shares purchased and Common Stock is traded; or (ii) if there is no reported price information for the date of such purchases. Upon exercise of any of the Warrants represented herebyCommon Stock, the Company shall deliver Fair Market Value as determined in good faith by the Board of Directors. If the shares to be purchased are covered by an effective registration statement under the Holder a warrant exercise grid in the form attached Securities Act of 1933, as Annex B hereto amended (the "Exercise GridAct"), the Option may be exercised by a broker-dealer acting on behalf of the Optionee if (a) the broker-dealer has received from the Optionee or the Company a fully and duly endorsed agreement evidencing such option, together with notations as instructions signed by the Optionee requesting the Company to deliver the shares of Common Stock subject to such option to the number broker-dealer on behalf of Warrants so exercisedthe Optionee and specifying the account into which such shares should be deposited, (b) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, and (c) the broker-dealer and the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision. The Option shall be exercisable during the lifetime of the Optionee only by the Optionee. To the extent exercisable after the Optionee's death, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Option shall be controlling and determinative in exercised only by the absence of manifest error. The Holder by acceptance of this Warrant Optionee's representatives, executors, successors or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofbeneficiaries.

Exercise. (a) Exercise of the purchase rights represented by this Warrant Warrants may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Exercise Date Effective Date, but not after the Expiration Date, upon the terms and on or before the Termination Date by delivery subject to the Company (or such other office or agency of conditions set forth herein and in the Company as it may designate by notice in writing applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the registered Holder at the address close of the Holder appearing business on the books Exercise Date, provided that the Warrant Certificate representing such Warrant, with the Exercise Form thereon duly executed by the Registered Holder thereof with such Registered Holder’s signature guaranteed, together with payment in cash or by bank or cashier’s check made payable to the order of the Company) , of a duly executed copy an amount in lawful money, of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount America equal to the applicable number of Exercise Price, has been received in good funds by the Warrant Shares purchasedAgent or the Company. The Holder and If received by the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented herebyCompany, the Company shall deliver the original Warrant Certificate and Exercise Form to the Holder Warrant Agent as soon as practicable. 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 warrant certificate or certificates for the Common Shares deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise grid of Warrants, the Warrant Agent shall promptly notify the Company in the form attached as Annex B hereto (the "Exercise Grid") with notations as to writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the Company’s bank account. (b) If any Warrants are exercised which exercise was solicited by a broker-dealer with whom the Company agreed in writing to pay a solicitation fee for exercise of the Warrant (a “Broker-Dealer”), then the soliciting Broker-Dealer shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised, a fee of not less than six percent (6%) and not greater than ten percent (10%), the exact percentage to be determined by a separate agreement between the Company and the Broker-Dealer, of the aggregate price of the Warrants so exercised (the “Exercise Fee”); provided, that, at the time of exercise, (i) the market price of the Company’s Common Shares is equal to or greater than the Exercise Price, (ii) the Broker-Dealer is a member of the National Association of Securities Dealers, Inc., (iii) the Warrant Shares so issued is not held in a discretionary account, unless prior specific written approval for exercise has been received by the Broker-Dealer from its customer, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the number solicitation of the Warrant is not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. Within five (5) days after the end of each month, the Warrant Agent will notify the Company of each Warrant Certificate which has been properly completed for exercise by holders of Warrants still outstanding hereunderduring the last month. The Warrant Agent will provide the Company with such information, in connection with the exercise of each Warrant, as the Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such noticereasonably request. In the event that an Exercise Fee is paid to a Broker-Dealer with respect to a Warrant which was not properly completed for exercise or in respect of which such Broker-Dealer is not entitled to an Exercise Fee, such Broker-Dealer will return such Exercise Fee to the Company. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any dispute Warrant or discrepancyWarrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fractional interest shall be rounded up to the nearest whole figure. (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, and there shall be then effective, a registration statement under the 1933 Act covering the offer and sale of the Common Shares issuable upon exercise of such Warrant and such offer and sale of the Common Shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Warrant. (e) In addition, if it is required by law and upon instruction by the Company, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Warrant Agent will deliver to each Registered Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of a prospectus that complies with the provisions of this Section 2(a), following the purchase of a portion 5 of the 1933 Act and the Company agrees to supply the Warrant Shares hereunder, the Agent with a sufficient number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofprospectuses to effectuate that purpose.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) of the Pre-funded Warrants may exercise Pre-funded Warrants by this delivering to the Warrant may Agent, not later than [5:00 P.M]., Eastern Standard Time, on any business day a notice of exercise of the Pre-funded Warrants to be made, exercised (i) in whole or in part, at any time or times on or after the Initial Exercise Date form attached to the Global Warrant and on or before the Termination Date by delivery (ii) (A) payment to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing Exercise Price multiplied by the number of Warrant Shares purchased and as to which the date Pre-funded Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of such purchasesimmediately available funds or (B) by notifying the Company that this Pre-funded Warrant is being exercised pursuant to a Cashless Exercise. Upon All other requirements for the exercise of any a Warrant shall be as set forth in the Pre-funded Warrant. Subject to the provisions of the Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) of the Series A Warrants represented hereby, the Company shall deliver may exercise Series A Warrants by delivering to the Holder Warrant Agent, not later than [5:00 P.M.], Eastern Standard Time, on any business day before the Expiration Date a warrant notice of exercise grid of the Series A Warrants to be exercised (i) in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number Global Warrant and (ii) (A) payment to the Company of Warrants so exercised, an amount equal to the applicable Aggregate Exercise Price in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Series A Warrant Shares so issued and is being exercised pursuant to a Cashless Exercise. All other requirements for the number exercise of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid a Series A Warrant shall be controlling and determinative as set forth in the absence of manifest errorSeries A Warrant. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of Subject to the provisions of this Section 2(a)the Global Warrant, following the purchase a Holder (or a Participant or a designee of a portion Participant acting on behalf of a Holder) of the Series B Warrants may exercise Series B Warrants by delivering to the Warrant Shares hereunderAgent, not later than [5:00 P.M.], Eastern Standard Time, on any business day after the number Reset Date and before the Expiration Date a notice of exercise of the Series B Warrants to be exercised (i) in the form attached to the Global Warrant Shares and (ii) (A) payment to the Company of an amount equal to the applicable Aggregate Exercise Price in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Series B Warrant is being exercised pursuant to a Cashless Exercise. All other requirements for purchase hereunder at any given time may the exercise of a Series B Warrant shall be less than as set forth in the amount stated on the face hereofSeries B Warrant.

Exercise. (a) Exercise Subject to the provisions of Sections 4, 7 and 8, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be madeexercised at a price (the "Exercise Price") of $1.00 per share, in whole or in part, commencing on the date of issuance (the "Initial Exercise Date") and terminating on June 30, 2002, unless extended by the Company's Board of Directors (the "Exercise Period"), at any time or times on or after during such period that the Initial Exercise Date and on or before the Termination Date by delivery Company's Registration Statement with respect to the Warrant Shares is effective and current. The Company shall promptly notify the Warrant Agent of the effectiveness of such Registration Statement, any suspension of effectiveness and of any such extension of the Exercise Periods. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, (the "Corporate Office") or such other office or agency of the Company place as it may designate designated by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchases. Upon exercise of any Warrant Shares as of the Warrants represented hereby, close of business on the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exerciseddate. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares so issued set forth in Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price to the number of Warrants still outstanding hereunderexercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interests in Warrant Shares issuable or deliverable on the event exercise of any dispute Warrant or discrepancyscrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the Exercise Grid number of full Shares which shall be controlling and determinative in issuable on exercise thereof shall be computed on the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason basis of the provisions aggregate number of this Section 2(a)full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Company. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into a segregated account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for purchase hereunder the Company's use during the exercise periods. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Warrants, the number of shares issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Warrants at any given time may as the absolute owner thereof for all purposes, and the Company shall not be less than affected by any notice to the amount stated contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the face hereofCommon Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other right.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise Form attached as Annex A annexed hereto. The Company shall as soon as practicable thereafter notify the Warrant Agent of the exercise by delivery to the Warrant Agent of the Notice of Exercise. Within three one (1) Trading Days Day following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueForm be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading one (1) Business Days of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. Each Tag-along Stockholder shall exercise its right to participate in a Tag-along Sale by delivering to the Selling Stockholders a notice (aa “Tag-along Notice”) Exercise stating its election to do so and specifying the number of its Company Shares it desires to Transfer in such Tag-along Sale (up to the maximum number it is permitted to Transfer pursuant to this Section 3.04) no later than twenty (20) days after receipt of the purchase rights represented Sale Notice (the “Tag-along Period”). The election by a Tag-along Stockholder set forth in its Tag-along Notice shall be irrevocable except as provided in this Warrant may Section 3.04(c), and such Tag-along Stockholder shall be madebound and obligated, and entitled, to Transfer such Company Shares in whole or in part, at any time or times the proposed Tag-along Sale on or after the Initial Exercise Date and on or before the Termination Date by delivery subject to the terms and conditions set forth in this Section 3.04. Each Tag-along Stockholder shall have the right to Transfer in a Tag-along Sale up to the same percentage of its Company (or such other office or agency Shares as the percentage of the Company as it may designate Shares held by notice the Selling Stockholders being Transferred in writing to such Tag-along Sale. For the registered Holder at the address avoidance of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaiddoubt, the Holder shall deliver if the aggregate Exercise Price for number of Company Shares that the shares specified Tag-along Participating Stockholders have elected to Transfer in the applicable Notice Tag-along Sale exceeds the number of Exercise by wire transfer or cashier's check drawn on a United States bankCompany Shares that the Proposed Transferee is willing to acquire, unless then the cashless exercise procedure specified in Section 2(c) below is specified number of Company Shares that each Tag-along Participating Stockholder will Transfer in the applicable Notice Tag-along Sale shall be proportionately reduced until the aggregate number of Exercise. If Company Shares that the Holder Tag-along Participating Stockholders will Transfer in such Tag-along Sale equals the number of Company Shares that the Proposed Transferee is required willing to make any payments acquire; provided, that in no event will the number of Company Shares that the Tag-along Stockholder is permitted to sell in the Company's stock transfer agent in connection with its exercise Tag-along Sale be reduced to less than the same percentage of this Warrant resulting from any failure or alleged failure such Tag-along Stockholder’s Company Shares as the percentage of the Company Shares held by the Selling Stockholders being Transferred in such Tag-along Sale. Notwithstanding the foregoing, if the terms of, or agreements for, a Tag-along Sale materially change from those provided in the Sale Notice or if the percentage of the Company Shares owned by the Selling Stockholders to pay be Transferred in the transfer agentTag-along Sale shall change from the percentage set forth in the Sale Notice, the Holder may deduct Selling Stockholders shall deliver to each Tag-along Stockholder (whether or not such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, Tag-along Stockholder has previously sent a timely Tag-along Notice) an updated Sale Notice reflecting such changes and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder each Tag-along Stockholder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder right, exercisable within ten (10) Business Days, to elect to participate in, change its participation in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of or withdraw its participation in such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofTag-along Sale.

Exercise. (a) Each Series K Warrant shall entitle the Holder thereof to purchase, during the Exercise Period for the Series K Warrants, for each Series K Warrant evidenced thereby, (i) a number of shares of Common Stock equal to the purchase rights represented by this Series K Warrant may be madeExercise Rate in effect immediately prior to the Close of Business on the relevant Exercise Date, in whole or in partsubject to Section 3.06, at any an exercise price equal to $9.00 per Series K Warrant (subject to amendment from time to time in accordance with Section 4.06, the “Series K Warrant Exercise Price”) or times on or after (ii) if the Initial relevant Exercise Date and on or before the Termination Date by delivery falls in a Net Exercise Period with respect to the Company Series K Warrants, a number of shares of Common Stock determined as set forth in Section 3.08 (or such other office or agency of the Company as it may designate by notice in writing and notwithstanding anything to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidcontrary in this Agreement, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall will not be required to physically surrender this pay the Series K Warrant Exercise Price in respect of such Series K Warrant). Each Series A Warrant shall entitle the Holder thereof to purchase, during the Exercise Period for the Series A Warrants, for each Series A Warrant evidenced thereby, (i) a number of shares of Common Stock equal to the Company until Series A Warrant Exercise Rate in effect immediately prior to the Holder has purchased all Close of Business on the relevant Exercise Date, subject to Section 3.06, at an exercise price equal to $13.00 per Series A Warrant Shares available hereunder (subject to amendment from time to time in accordance with Section 4.06, the “Series A Warrant Exercise Price”) or (ii) if the relevant Exercise Date falls in a Net Exercise Period with respect to the Series A Warrants, a number of shares of Common Stock determined as set forth in Section 3.08 (and notwithstanding anything to the Warrant has been exercised contrary in full, in which casethis Agreement, the Holder will not be required to pay the Series A Warrant Exercise Price in respect of such Series A Warrant). Each Series Z Warrant shall surrender this entitle the Holder thereof to purchase, during the Exercise Period for the Series Z Warrants, for each Series Z Warrant evidenced thereby, (i) a number of shares of Common Stock equal to the Company for cancellation within two Trading Days of the date the final Notice of Series Z Warrant Exercise is delivered Rate in effect immediately prior to the CompanyClose of Business on the relevant Exercise Date, subject to Section 3.06, at an exercise price equal to $17.00 per Series Z Warrant (subject to amendment from time to time in accordance with Section 4.06, the “Series Z Warrant Exercise Price”) or (ii) if the relevant Exercise Date falls in a Net Exercise Period with respect to the Series Z Warrants, a number of shares of Common Stock determined as set forth in Section 3.08 (and notwithstanding anything to the contrary in this Agreement, the Holder will not be required to pay the Series Z Warrant Exercise Price in respect of such Series Z Warrant). Partial exercises of this Warrant resulting in purchases of Holders may exercise all or a portion of their Warrants or choose not to exercise any Warrants at all, or may otherwise sell or transfer their Warrants, in each case, in their sole and absolute discretion. (b) The applicable Warrant Exercise Price must be paid in cash except as provided in Section 3.08. (c) Subject (in the total number case of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunderSeries for which a Net Exercise Period is in effect) to Section 3.08(c), the number of shares of Common Stock issuable in respect of any exercise of Warrants represented by a Global Warrant Shares available for purchase hereunder at any given time shall be determined by the Depositary (or, as may be less than agreed from time to time between the amount stated Calculation Agent and the Company, the Calculation Agent) in accordance with this Agreement; and provided further, however, that in the event the Company disagrees in good faith with any such calculation, the Company may make such calculation in good faith or appoint an Independent Advisor to make such calculation, and the Company’s (or, as the case may be, such Independent Advisor’s) calculation shall be determinative and final and binding on the face hereofDepositary, the Warrant Agent, the Calculation Agent, the Holders and (where such calculation is made by an Independent Advisor) the Company. Subject (in the case of exercise of a Warrant of a Series for which a Net Exercise Period is in effect) to Section 3.08(c), the number of shares of Common Stock issuable in respect of any exercise of Warrants represented through the Company’s direct registration system or the Warrant Agent’s other book-entry procedures shall be determined by the Warrant Agent (or, as may be agreed from time to time between the Calculation Agent and the Company, the Calculation Agent) in accordance with this Agreement; and provided further, however, that in the event the Company disagrees in good faith with any such calculation, the Company may make such calculation in good faith or appoint an Independent Advisor to make such calculation, and the Company’s (or, as the case may be, such Independent Advisor’s) calculation shall be determinative and final and binding on the Warrant Agent, the Calculation Agent, the Holders and (where such calculation is made by an Independent Advisor) the Company.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after July 1, 1998 and prior to 5:00 P.M., Eastern Standard Time on June 30, 2001, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below 2 is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) may issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion third anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares” by vesting in accordance with the vesting schedule set forth in the Notice of Grant. The Option shall in all events terminate at the close of business on the tenth (10) anniversary of the date of this Agreement (the “Expiration Date”). Subject to other terms and conditions set forth herein, the Option may be exercised in cumulative installments in accordance with the vesting schedule set forth in the Notice of Grant, provided that you remain in the employ of or a service provider to the Company or its Subsidiaries until the applicable dates set forth therein. (b) Subject to the relevant provisions and limitations contained herein, in the Notice of Grant, and in the Plan, you may exercise the Option with respect to all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Agreement. No less than 1,000 Vested Shares may be purchased at any one time unless the number purchased is the total number of Vested Shares at that time purchasable under the Option. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share. (c) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business. Exercise of the purchase rights represented by this Warrant may Option shall be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date made by delivery to the Company by you (or such other office or agency person entitled to exercise the Option as provided hereunder) of (i) an executed “Notice of Stock Option Exercise,” and (ii) payment of the aggregate purchase price for shares purchased pursuant to the exercise. (d) Payment of the Option Price may be made, subject to the approval of the Company as it may designate in the Company’s sole and absolute discretion, (i) in cash, by notice in writing certified or official bank check or by wire transfer of immediately available funds, (ii) by delivery to the registered Holder at the address of the Holder appearing on the books of the Company) Company of a duly executed copy number of the Notice shares of Exercise Form attached Stock having a Fair Market Value as Annex A hereto. Within three Trading Days following of the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments equal to the Company's stock transfer agent in connection with its exercise Option Price, (iii) by the delivery of this Warrant resulting from any failure a promissory note, or alleged failure of (iv) by net issue exercise, pursuant to which the Company will issue to pay you a number of shares of Stock as to which the transfer agentOption is exercised, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive less a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all number of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days shares with a Fair Market Value as of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount exercise equal to the applicable number Option Price. (e) If you are on leave of Warrant Shares purchased. absence for any reason, the Company may, in its sole discretion, determine that you will be considered to still be in the employ of or providing services for the Company, provided that rights to the Option will be limited to the extent to which those rights were earned or vested when the leave of absence began. (f) The Holder terms and provisions of the employment agreement, if any, between you and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of or any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto Subsidiary (the "Exercise Grid"“Employment Agreement”) with notations as that relate to or affect the number Option are incorporated herein by reference. Notwithstanding the foregoing provisions of Warrants so exercisedthis Section 2 or Section 3, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In in the event of any dispute conflict or discrepancy, inconsistency between the Exercise Grid shall be controlling terms and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions conditions of this Section 2(a), following 2 or Section 3 and the purchase of a portion terms and conditions of the Warrant Shares hereunderEmployment Agreement, the number terms and conditions of Warrant Shares available for purchase hereunder at any given time may the Employment Agreement shall be less than the amount stated on the face hereofcontrolling.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after August 18, 1998 and prior to 5:00 P.M., Eastern Standard Time on August 18, 2001, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) may issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion third anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise of SARs shall be exercised by the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (of written or such other office or agency notice of the Company as it may designate by notice in writing exercise acceptable to the registered Holder at Company, setting forth the address number of shares of Stock with respect to which the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoSAR is to be exercised. Within three Trading Days following the The date of exercise as aforesaid, of the Holder SAR shall deliver be the aggregate Exercise Price date on which the Company shall have received notice from the Grantee of the exercise of such SAR. SARs granted in tandem with the grant of an Option may be exercised for all or part of the shares specified of Stock subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. SARs granted in tandem with the grant of an Option may be exercised only with respect to the shares of Stock for which its related Option is then exercisable. With respect to SARs granted in tandem with an Incentive Stock Option, (a) such SAR will expire no later than the expiration of the underlying Incentive Stock Option, (b) the value of the payout with respect to such SAR may be for no more than 100% of the difference between the Option Price of the underlying Incentive Stock Option and the Fair Market Value of the shares of Stock subject to the underlying Incentive Stock Option at the time such SAR is exercised, and (c) such SAR may be exercised only when the Fair Market Value of the shares of Stock subject to the underlying Incentive Stock Option exceeds the Option Price of the Incentive Stock Option. SARs granted independently from the grant of an Option may be exercised upon the terms and conditions contained in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such noticeAward Agreement. In the event the SAR shall be payable in shares of any dispute Stock, a certificate for the shares of Stock acquired upon exercise of an SAR shall be issued in the name of the Grantee, or discrepancythe Company shall transfer the shares of Stock electronically from its transfer agent to the Grantee, as soon as practicable following receipt of notice of exercise. No fractional shares of Stock will be issuable upon exercise of the SAR and, unless provided in the applicable Award Agreement or otherwise determined by the Board, the Exercise Grid shall be controlling and determinative Grantee will receive cash in the absence lieu of manifest error. The Holder by acceptance fractional shares of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofStock.

Exercise. (a) Exercise The Option shall be exercisable in full three years after the Grant Date. On each anniversary of the Grant Date, the Holder may purchase rights represented by this Warrant a cumulative installment of one third of the Option Shares, so that from and after the third anniversary of the Grant Date the Holder may purchase all of the Option Shares. The Option may be made, exercised in whole or in part, at any time or times on or after the Initial Exercise Date and option of Holder, on or before the Termination Expiration Date (hereinafter defined) by delivery delivering to the Company written notice of Holder's exercise (or such other office or agency "Exercise Notice") stating the amount of Option Shares to be purchased thereby, accompanied by a check ("Check") made payable to the order of the Company for the aggregate sum due for the Option Shares then being purchased. As soon as it may designate by notice practicable thereafter, and in writing to the registered Holder at the address of the Holder appearing on the books any event within ten (10) business days of the Company) of a duly executed copy 's receipt of the Exercise Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidand a Check, the Company shall issue and deliver to Holder a certificate representing the Option Shares being purchased pursuant to such Exercise Notice. Each such certificate shall deliver bear the aggregate Exercise Price for the shares specified in the legend or legends required by applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of securities laws as well as such other legends the Company requires to pay the transfer agent, the be included on certificates for its Common Stock. Such certificate or certificates shall be deemed to have been issued and Holder may deduct or any other persons so designated to be named therein shall be deemed for all purposes to have become a holder of record of such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days shares as of the date the final Exercise Notice of Exercise is delivered to the Company. Partial exercises In the case of this Warrant resulting in purchases of a portion an exercise for less than all of the total number of Warrant Option Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal permitted to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares be purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder Holder shall reserve the right to exercise the Option at any given time may be less than and from time to time prior to the amount stated on Expiration Date for the face hereofremainder of the Option Shares.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Warrant and this Agreement, a Warrant countersigned by this the Warrant Agent may be made, in whole or in part, at any time or times on or after exercised by the Initial Exercise Date and on or before the Termination Date Registered Holder thereof by delivery to the Company in the form attached hereto (“Notice of Exercise”). The aggregate Exercise Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) Trading Days of the delivery of Notice of Exercise in connection with a exercise of any Warrant, unless cashless exercise is used. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or such other office type of guarantee or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Companynotarization) of a duly executed copy any Notice of Exercise form be required. Upon delivery of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the Registered Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of exercise as aforesaid, delivery of the Holder shall deliver Warrant Shares; provided payment of the aggregate Exercise Price for the shares specified (other than in the applicable Notice case of Exercise by wire transfer or cashier's check drawn on a United States bank, unless Cashless Exercise) is received within three Trading Days of delivery of the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromcontrary, the Company), the Registered Holder shall not be required to physically surrender this its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available hereunder under the respective Warrant and the such Warrant has been exercised in full, in which case, the Registered Holder shall surrender this the Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In For purposes herein, “Trading Day” means (i) a day on which the event of any dispute Company’s primary Trading Market (as defined below) is open for business, or discrepancy(ii) if the Common Stock is not then listed or quoted for trading on a Trading Market, the Exercise Grid shall be controlling and determinative in the absence of manifest errora Business Day. The Registered Holder and any assignee, by acceptance of this Warrant or any transfereethe Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times 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 (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 business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the 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 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 or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any 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 subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidPurchase Price, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its bank account. (b) At any time upon the exercise of this any Warrants after one (1) year and one day from the date hereof, the Warrant resulting from any failure Agent shall, on a daily basis, within two business days after such exercise, notify the Underwriter, and its and their successors or alleged failure assigns, of the Company exercise of any such Warrants and shall, on a weekly basis (subject to pay collection of funds constituting the transfer agenttendered Purchase Price, but in no event later than five business days after the Holder may deduct last day of the calendar week in which such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein funds were tendered), remit to the contrary Underwriter (although so long as the Holder may surrender Underwriter solicited the exercise of such Warrant as indicated upon the Subscription Form attached to the Warrant to, and receive a replacement Warrant from, the CompanyCertificate tendered for exercise), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to seven percent (7%) of the applicable number Purchase Price of such Warrants being then exercised if written certification is received that (i) the Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and is exercised at least 12 months after the date of such purchases. Upon this Prospectus; (ii) the market price of the Common Stock on the date that the Warrant is exercised is greater than the exercise price of any the Warrants; (iii) the exercise of the Warrants represented herebywas solicited by a member of the National Association of Securities Dealers, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto Inc.; (the "Exercise Grid"iv) with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative is not held in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason a discretionary account; (v) disclosure of the provisions compensation arrangements is made at the time of this Section 2(a), following the purchase exercise of a portion the Warrant; (vi) the holder of the Warrant Shares hereunder, has stated in writing that the number of Warrant Shares available for purchase hereunder at any given time may be less than exercise was solicited and designated in writing the amount stated on the face hereof.soliciting broker-dealer; and

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached annexed hereto sent by facsimile or as Annex A heretoa scanned e-mail attachment to the e-mail address provided by the Company to the Holder. No notarization, medallion stamp guarantee, guarantee or other requirement shall be required of the Holder to effect exercises of the Warrant hereunder. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this Each Class D Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times 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 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 before after the Termination Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a 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 behalf of the Company, shall cause to be issued and delivered by delivery the Transfer Agent, to the Company 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 Class D Warrants of the Registered Holder). In the case of payment made in the form of a check drawn on an account of Paramount or such other office or agency of investment banks and brokerage houses as the Company as it may designate by notice shall approve in writing to the registered Holder at Warrant Agent, certificates shall immediately be issued without prior notice to the address Company nor any delay. Upon the exercise of any Class D Warrant and clearance of the Holder appearing 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 the provisions of Subsections 4(b) and 4(c). (b) On the Exercise Date in respect of the exercise of any Class D Warrant, the Warrant Agent shall, simultaneously with the distribution of the Warrant Proceeds to the Company, on the books behalf of the Company, 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 duly executed portion may be reallowed by Paramount to the dealer who solicited the exercise, which may also be Paramount). In the event the Paramount Fee is not received within seven days of the date on which the Company receives Warrant Proceeds, then the Paramount Fee shall 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 Notice reverse side of Exercise Form attached 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 deleted without the prior written consent of Paramount. In addition to the foregoing, any costs incurred by Paramount shall be promptly reimbursed by the Company. (c) In order to enforce the provisions of Subsection 4(b) above, in the event there is any dispute or question as Annex A hereto. Within three Trading Days following to the date amount or payment of exercise as aforesaidthe Paramount Fee, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below Warrant Agent is specified in the applicable Notice of Exercise. If the Holder is required hereby expressly authorized to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant withhold payment to the Company until the Holder has purchased all of the Warrant Shares available hereunder Proceeds unless and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to until the Company establishes an escrow account for cancellation within two Trading Days the purpose of depositing the entire amount of the date unpaid Paramount Fee claimed by Paramount, which amount will be deducted from the final Notice of Exercise is delivered net Warrant Proceeds to be paid to the Company. Partial exercises of this Warrant resulting The funds placed in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal escrow account may not be released to the applicable number of Warrant Shares purchasedCompany without a written agreement from Paramount that the required Paramount Fee has been received by Paramount. The Holder and the Company Paramount shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, promptly notify the Warrant Shares so issued Agent by facsimile and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In certified mail in the event of any such dispute or discrepancy, when the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofParamount Fee has been paid.

Exercise. (a) Exercise of the purchase rights represented by this Each Class A Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times 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 Registered 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 before after the Termination Exercise Date by delivery to the Company (Warrant Agent shall deposit in a non-interest bearing account at Chase Manhattan Bank or such other office or agency 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 Company as it may designate by notice in writing to the registered Holder at the address exercise of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoWarrants. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant toPromptly thereafter, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation any event within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and five days after the date of such purchasesnotice 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. Upon the exercise of any Warrant and clearance of the Warrants represented herebyfunds received, the Company Warrant Agent shall deliver to promptly remit the Holder a warrant exercise grid in payment received for the form attached as Annex B hereto Warrant (the "Exercise GridWarrant Proceeds") with notations as to the number Company or as the Company may direct in writing. (b) If, subsequent to , 1999 in respect of Warrants __________ the exercise of any 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 writing by the holder of such Warrant as having solicited such Warrant, (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, 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, pay to Patterson from the proceeds recei▇▇▇ ▇▇▇▇ exercise of the Warrant(s), a fee of 5% of the Purchase Price (of which 1% may be reallowed to the dealer who solicited the exercise, which may also be Patterson). Within five days ▇▇▇▇▇ ▇▇ercise, the Warrant Shares so issued Agent shall send Patterson a copy of the reve▇▇▇ ▇▇▇▇ of each Warrant exercised. Patterson shall reimburse the ▇▇▇▇▇▇▇ Agent, upon request, for its reasonable expenses relating to compliance with this Section. In addition, Patterson and the number Company may at ▇▇▇ time during business hours, examine the records of Warrants still outstanding hereunderthe Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a)paragraph may not be modified, following amended or deleted without the purchase prior written consent of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofPatterson.

Exercise. (ai) Exercise of the purchase rights represented by this A Managing Underwriters' Warrant Holder may be madeexercise a Managing Underwriters' Warrant, in whole or in part, at any time to purchase Underlying Shares or times on Underlying Warrants, or after both, in such amounts as may be elected upon surrender of such Managing Underwriters' Warrant Certificate with the Initial Exercise Date and on or before the Termination Date by delivery subscription form thereon duly executed, to the Company (at its corporate office at 10 I▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇gether with the full Underlying Share Purchase Price for each Underlying Share to be purchased and the full Underlying Warrant Purchase Price for each Underlying Warrant to be purchased, in lawful money of the United States, or such other office by certified check or agency bank draft payable in United States Dollars to the order of the Company as it may designate by notice in writing and upon compliance with and subject to the registered conditions set forth herein. (ii) Upon receipt of a Managing Underwriters' Warrant Certificate with the subscription form thereon duly executed and accompanied by payment of the Underlying Share Purchase Price for the number of Underlying Shares and/or the Underlying Warrant Purchase Price for the number of Underlying Warrants for which such Managing Underwriters' Warrant is then being exercised, the Company, subject to (iii) In case a Managing Underwriters' Warrant Holder shall exercise a Managing Underwriters' Warrant with respect to less than all of the Underlying Shares and/or Underlying Warrants that may be purchased pursuant to such Managing Underwriters' Warrant, the Company will execute a new Managing Underwriters' Warrant Certificate, as represented by a warrant certificate substantially in the form attached hereto as Exhibit A, exercisable for the balance of the Underlying Shares and/or Underlying Warrants that may be purchased upon exercise of such Managing Underwriters' Warrant and deliver such new Managing Underwriters' Warrant Certificate to the Managing Underwriters' Warrant Holder. Managing Underwriters' Warrant Certificates shall be executed on behalf of the Company by the Company's Chairman of the Board, President or any Vice President and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary. (iv) A Managing Underwriters' 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 Underlying Shares and/or Underlying Warrants and any Managing Underwriters' Warrant Certificate representing the unexercised portion of such Managing Underwriters' Warrant deliverable upon such exercise shall be treated for all purposes as the holder of such Underlying Shares, Underlying Warrants and unexercised Managing Underwriters' Warrant upon such exercise as of the close of business on the Exercise Date. (v) The Company covenants and agrees that it will pay when due and payable any and all taxes that may be payable in respect of the issue of this Managing Underwriters' Warrant or the issue of any Underlying Securities. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer of a Managing Underwriters' Warrant or of any Underlying Security to a person other than the Managing Underwriters' Warrant Holder at the address time of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant tosurrender, and receive a replacement Warrant fromuntil the payment of such tax, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of issue such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofUnderlying Security.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after August 21, 1998 and prior to 5:00 P.M., Eastern Standard Time on December 31, 1998, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) may issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion third anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the such Holder appearing on the books of the Company) of a duly executed copy ); and, within 3 Trading Days of the date said Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following is delivered to the date of exercise as aforesaidCompany, the Holder Company shall deliver have received payment of the aggregate Exercise Price for of the shares specified in the applicable Notice of Exercise thereby purchased by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two 3 Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days 1 Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. (b) The exercise price of the Common Stock under this Warrant shall be as follows, subject to adjustment hereunder (the “Exercise Price”): (i) For the period 4:01p.m. eastern time (“ET”) through 9:59p.m. ET on the Plan Closing Date, $0.40 per share for all or any portion of this Warrant exercised for cash; (ii) For the period 4:01p.m. ET through 9:59p.m. ET on the Plan Closing Date, $0.45 per share for all or any portion of this Warrant exercised through a Cashless Exercise; (iii) For the period beginning 10:00p.m. ET on the Plan Closing Date through 9:59p.m. ET on the Final Plan Date, $0.45 for all or any part of this Warrant exercised by a Holder who exercised at least 10% of all of such Holder’s warrants and options for cash at the Plan Closing Date; (iv) For the period beginning 10:00p.m. ET on the Plan Closing Date, $1.00 per share for any Holder that did not exercise at least 10% of all of such Holder’s warrants and options for cash at an exercise price of $0.40 per share at the Plan Closing Date; and (v) For the period beginning 10:00p.m. ET on the Final Plan Date, $1.00 per share for all or any portion of this Warrant that has not been exercised on or before 9:59p.m. ET on the Final Plan Date.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant two or whole number multiples thereof may be made, in whole or in part, exercised at any time commencing with the Initial Warrant Exercise Date, and ending at the close of business on the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. Warrants shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrants, with the exercise form thereon duly executed by the Registered Holder thereof or times 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 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 Initial Exercise Date and in any event within five business days after such date, the Warrant Agent on or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) At any time upon the exercise of any Warrants after one (1) year and one day from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representative, and its successors or assigns, of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the 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 Representative (so long as the Representative solicited the exercise of such Warrants as indicated upon the Subscription Form attached to the Warrant Certificate tendered for exercise), an amount equal to five percent (5%) of a duly executed copy the Purchase Price of such Warrants being then exercised unless (1) the Representative shall have notified the Warrant Agent that the payment of such amount with respect to such Warrants is violative of the Notice General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable state securities of "blue sky" laws, or (2) the Warrants are those underlying the Representative's Warrants, or (3) the market price of the Common Stock on the subject Exercise Form attached as Annex A hereto. Within three Trading Days following Date is lower than the date 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 exercise as aforesaid, which events the Holder Warrant Agent shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments pay such amount to the Company's stock transfer agent in connection with its exercise of this ; provided that the Warrant resulting from any failure or alleged failure of the Company Agent shall not be obligated to pay the transfer agent, the Holder may deduct any amounts pursuant to this Section 4(b) during any week that such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender amounts payable are less than $1,000 and the Warrant toAgent's obligation to make such payments shall be suspended until the amount payable aggregate $1,000, and receive a replacement Warrant fromprovided further, the Company)that, the Holder 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 physically surrender this Warrant issue fractional shares upon the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company until of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the Holder has purchased all of same time by the Warrant Shares available hereunder and the Warrant has been exercised in fullsame Registered Holder, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and whole shares which shall be issuable upon such exercise thereof shall be computed on the date basis of such purchasesthe aggregate number of shares purchasable on exercise of the Warrants so presented. Upon If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any of the Warrants represented herebyWarrant (or specified portion thereof), the Company shall deliver pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX") or is traded on The Nasdaq National Market (" Nasdaq/NM"), 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 Holder 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 warrant 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 session on the last business day prior to the date of exercise grid 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 form attached as Annex B hereto (over-the-counter market, the "Exercise Grid") with notations as 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 number date of Warrants so exercisedexercise 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 Warrant Shares so issued and the number current market value of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice a share of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Common Stock shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereean amount, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be not less than the amount stated on book value thereof as of the face hereofend 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) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form attached as Annex A annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable . No ink-original Notice of Exercise. If the Holder is required to make Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached annexed hereto sent by facsimile or as Annex A heretoa scanned e-mail attachment to the e-mail address provided by the Company to the Holder and no notarization, medallion stamp guarantee, guarantee or other requirement shall be required of the Holder to effect exercises of the Warrant hereunder. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A annexed hereto. Within three two Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebe required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two one Trading Days Day of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form attached as Annex A in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is permitted and is specified in the applicable Notice of Exercise. If ; provided, however, in the event that the Holder is required to make any payments to has not delivered such aggregate Exercise Price within three (3) Trading Days following the Company's stock transfer agent in connection with its date of such exercise of this Warrant resulting from any failure or alleged failure of as aforesaid, the Company shall not be obligated to pay the transfer agentdeliver such Warrant Shares hereunder until such payment is made. No ink-original Notice of Exercise shall be required, the Holder may deduct such sums it pays the transfer agent from the total nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading (2) Business Days of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times after the Warrant is detached from the Unit and is separately traded, (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 Warrant Certificate. The Warrants shall be exercisable during such period on each business day that an applicable registration statement with respect to the Common Stock issuable upon exercise is effective. 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 Initial Exercise Date Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and on or before the Termination Date by delivery to shall notify the Company (or such other office or agency in writing of the Company as it may designate by notice in writing to the registered Holder at the address exercise of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoWarrants. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant toPromptly following, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation any event within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and five days after the date of such purchasesnotice 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); provided, however, that prior to the date of issuance of such certificates the Warrant Agent shall verify clearance of the checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the Warrants represented herebyfunds received, the Company Warrant Agent shall deliver to promptly remit the Holder a warrant exercise grid in payment received for the form attached as Annex B hereto Warrant (the "Exercise GridWarrant Proceeds") with notations as to the number of Warrants so exercised, Company or as the Warrant Shares so issued and the number of Warrants still outstanding hereunderCompany may direct in writing. The Company shall deliver may at any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In time during business hours, examine the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion records of the Warrant Shares hereunderAgent, including its ledger of original Warrant Certificates returned to the number Warrant Agent upon exercise of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofWarrants.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times 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. 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 the election of the Registered Holders thereof, either in full or from time to time in part. Warrants may be exercised upon surrender to the Company at the principal office of the Warrant Agent, of the certificate or certificates evidencing the Warrants to be 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 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 before after the Termination Date by delivery to Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company (or such other office or agency in writing of the Company as it may designate by notice in writing to the registered Holder at the address exercise of the Holder appearing 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 the books behalf of the Company) of , shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a duly executed copy certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following 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 as aforesaidof any Warrant and clearance of the funds received, the Holder Warrant Agent shall deliver promptly remit the aggregate Exercise Price payment received for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to or as the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting may direct in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofwriting.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant may one or whole number multiples thereof can be made, in whole or in part, exercised commencing at any time or times on or after the Initial Warrant Exercise Date Date, but not after the Warrant Exercise 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, 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 certified 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, together with any and all applicable taxes due in connection with the exercise thereof, has been received in good funds by the 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 before after the Termination Date by delivery to Exercise Date, the Company (or such other office or agency Warrant Agent on behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any 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 shall cause all payments of an amount in cash or by certified check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidPurchase Price, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agentbank account. In addition, the Holder may deduct if such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder Warrants shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has have been exercised in full, in which case, the Holder Warrant Agent shall surrender this deliver to such person a new countersigned Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of shares as to which such Warrant Shares purchased and shall not have been exercised. Notwithstanding the date of such purchases. Upon exercise of any of the Warrants represented herebyforegoing, the Company shall not be obligated to deliver any securities pursuant to the Holder exercise of a warrant exercise grid in Warrant unless a registration statement under the form attached as Annex B hereto (the "Exercise Grid") Securities Act with notations as respect to the number of such securities is effective. Warrants so may not be exercised, the Warrant Shares so or securities issued and the number of Warrants still outstanding hereunder. to, any Registered Holder in any state in which such exercise would be unlawful. (b) The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interests or fractional warrant interests upon the event exercise of any dispute Warrant or discrepancyWarrants, the Exercise Grid nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be controlling rounded up to the next full share or Warrant, as the case may be, and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be fraction less than the amount stated on the face hereofone-half shall be eliminated.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion second anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and subject to the 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 business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the 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 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 or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock and Class A Warrants Certificates, if applicable, deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidApplicable Purchase Price, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its bank account. (b) At any time upon the exercise of this any Warrants after the date hereof, the Warrant resulting from any failure Agent shall, on a daily basis, within two business days after such exercise, notify the Representatives or alleged failure their successors or assigns of the Company to pay the transfer agent, the Holder may deduct exercise of any such sums it pays the transfer agent Warrants and shall commencing one (1) year from the total Exercise Price due. Notwithstanding anything herein date hereof, on a weekly basis (subject to collection of funds constituting the 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 contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in Representatives an amount equal to 10% of the Exercise Price for each Warrant being then exercised which was solicited by the Representatives or one of the underwriters participating in this offering, unless the Representatives shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable number of state securities or "blue sky" laws, or the Warrants are those underlying the Representative's Warrants, in which event, the Warrant Shares purchased. The Holder Agent shall have to pay such amount to the Company; provided, that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 3(b) during any week that such amounts payable are less than $ 1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates $ 1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. (c) The Company shall maintain records showing not be obligated to issue any fractional share interests or fractional warrant interests upon the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of the Warrants represented hereby, the Company fractional interests. Any fraction equal to or greater than one-half shall deliver be rounded up to the Holder a warrant exercise grid in next full share or Warrant, as the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercisedcase may be, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid fraction less than one-half shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofeliminated.

Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Global Warrant and in accordance with the procedures of DTC, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery delivering to the Company Warrant Agent, (or such other office or agency i) not later than 5:00 P.M., Eastern Time, on any Business Day during the Exercise Period a notice of exercise of the Company as it may designate by notice Warrants to be exercised (A) in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form form attached as Annex A hereto. Within three to the Global Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”) , (ii) within one (1) Trading Day following the delivery of the Election to Purchase, Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (iii) within the earlier of (A) two (2) Trading Days and (B) the number of Trading Days comprising the Standard Settlement Period (as defined in the Global Warrant) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for each Warrant to be exercised (and, if applicable, any taxes or charges due in connection with the shares specified exercise of such Warrants), in lawful money of the applicable Notice United States of Exercise America by (A) certified or official bank check or wire transfer or cashier's check drawn on from a United States bankbank payable to the Warrant Agent or (B) payment to the Warrant Agent through the DTC system, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Companyapplicable. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and Notwithstanding anything herein to the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented herebycontrary, the Company Holder shall deliver not be required to physically surrender the Global Warrant to the Warrant Agent until the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion has purchased all of the Warrant Shares hereunderavailable hereunder and the Global Warrant has been exercised in full, in which case, the number Holder shall surrender the Global Warrant to the Company for cancellation within three (3) Trading Days of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated date on which the face hereoffinal Election to Purchase is delivered to the Company.

Exercise. (a) Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares.” The Option shall in all events terminate at the close of business on the tenth (10) anniversary of the date of this Agreement (the “Expiration Date”). Subject to other terms and conditions set forth herein, the Option may be exercised in cumulative installments in accordance with the vesting schedule set forth in the Notice of Grant, provided, that you remain in the employ of or a service provider to the Company or its Subsidiaries until the applicable dates set forth therein. (b) Subject to the relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. No less than 100 Vested Shares may be purchased at any one time unless the number purchased is the total number of Vested Shares at that time purchasable under the Option. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share. (c) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business. Exercise of the purchase rights represented by this Warrant may Option shall be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date made by delivery to the Company by you (or such other office or agency person entitled to exercise the Option as provided hereunder) of (i) an executed “Notice of Stock Option Exercise,” and (ii) payment of the Company as it may designate by notice in writing aggregate purchase price for shares purchased pursuant to the registered Holder at the address exercise. (d) Payment of the Holder appearing on Exercise Price may be made, at your election, with the books approval of the Company, (i) in cash, by certified or official bank check or by wire transfer of immediately available funds, (ii) by delivery to the Company of a duly executed copy number of the Notice shares of Exercise Form attached Stock having a Fair Market Value as Annex A hereto. Within three Trading Days following of the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments equal to the Company's stock transfer agent in connection with its exercise Exercise Price, (iii) by the delivery of this Warrant resulting from any failure a note, or alleged failure of (iv) by net issue exercise, pursuant to which the Company will issue to pay you a number of shares of Stock as to which the transfer agentOption is exercised, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive less a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all number of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days shares with a Fair Market Value as of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount exercise equal to the applicable number Exercise Price. (e) If you are on leave of Warrant Shares purchased. absence for any reason, the Company may, in its sole discretion, determine that you will be considered to still be in the employ of or providing services for the Company, provided, that rights to the Option will be limited to the extent to which those rights were earned or vested when the leave or absence began. (f) The Holder terms and provisions of the employment agreement or consulting agreement, if any, between you and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of or any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto Subsidiary (the "Exercise Grid"“Employment Agreement”) with notations as that relate to or affect the number Option are incorporated herein by reference. Notwithstanding the foregoing provisions of Warrants so exercisedthis Section 2 or Section 3, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In in the event of any dispute conflict or discrepancy, inconsistency between the Exercise Grid shall be controlling terms and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions conditions of this Section 2(a), following 2 or Section 3 and the purchase of a portion terms and conditions of the Warrant Shares hereunderEmployment Agreement, the number terms and conditions of Warrant Shares available for purchase hereunder at any given time may the Employment Agreement shall be less than the amount stated on the face hereofcontrolling.

Exercise. (a) Exercise No issuance of Warrant Shares shall be made unless there is an effective registration statement under the 1933 Act, and registration or qualification of the purchase rights represented by this Warrant may be madeShares, in whole or in partan exemption therefrom, at any time has been obtained from state or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified regulatory authorities in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified jurisdiction in Section 2(c) below is specified in the applicable Notice of Exercisewhich such Warrant Shares are sold. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to deliver a prospectus that satisfies the Company until requirements of the Holder has purchased all with delivery of the Warrant Shares available hereunder and must have a registration statement (or a post-effective amendment to an existing registration statement) effective under the 1933 Act in order for the Company to comply with any such prospectus delivery requirements. The Company will advise the Warrant has Agent of the status of any such registration statement under the 1933 Act and of the effectiveness of the Company's registration statement or lapse of effectiveness. The Company will provide to the Warrant Agent written confirmation of all such registration or qualification, or an exemption therefrom, when requested by the Warrant Agent. The exercise of Warrants in accordance with this Agreement shall only be permitted during the Exercise Period. Warrants shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date. The exercise form shall be executed by the Registered Owner thereof or the Registered Owner's attorney duly authorized in full, in which case, the Holder writing and shall surrender this Warrant be delivered together with payment to the Company for cancellation within two Trading Days in cash or by official bank or certified check, of an amount in lawful money of the date the final Notice United States of Exercise is delivered to the CompanyAmerica. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder Such payment shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder be in an amount equal to the applicable Exercise Price as hereinabove defined. The Company shall redeliver, as soon as possible, the certificate representing the Warrant and exercise form to the Warrant Agent. The person entitled to receive the number of Warrant Shares purchaseddeliverable on such exercise shall be treated for all purposes as the Registered Owner of such Warrant Shares as of the close of business on the Exercise Date. The Holder Company shall not be obligated to issue any fractional share interests in Warrant Shares. If Warrants represented by more than one Warrant Certificate shall be exercised at one time by the same Registered Owner, the number of full Warrant Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full Warrant Shares issuable on such exercise. As soon as practicable on or after the Exercise Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares deliverable on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise. The Warrant Agent shall maintain records showing not deliver any Warrant Shares until it has received from the Company in writing verification that the aggregate exercise price for the Warrant Shares has been paid in full to the Company and has cleared. Following a determination by the Warrant Agent that collected funds have been received, the Warrant Agent shall issue share certificates representing the number of Warrant Shares purchased by the Registered Owner. Expenses incurred by the Warrant Agent, including administrative costs, and the date of such purchasesstandard fees imposed by the Warrant Agent for the Warrant Agent's services, shall be paid by the Company. Upon exercise of any The Warrant Agent shall render to the Company, at the completion of the Warrants represented herebyExercise Period, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to complete accounting setting forth the number of Warrants so exercised, the Warrant Shares so issued and the number identity of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of persons exercising such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunderWarrants, the number of Warrant Shares available for purchase hereunder at any given time may be less than issued and all expenses incurred by the amount stated on the face hereofWarrant Agent.

Exercise. (a) Exercise The exercise of the purchase rights represented Option is conditioned upon the acceptance by Optionee of the terms hereof as evidenced by his execution of this Warrant agreement in the space provided therefor at the end hereof and the return of an executed copy to the Secretary of the Company no later than May 22, 1998. If Optionee's employment with the Company and all subsidiaries is terminated for any reason, other than for death or disability, the Option shall expire on the earlier of 90 days after such termination of employment or the date the Option expires in accordance with its terms. If Optionee's employment with the Company and all subsidiaries is terminated due to his disability or death, the Option shall expire on the earlier of the first anniversary of such termination of employment or the date the Option expires in accordance with its terms. During such periods, the Option may be madeexercised by Optionee with respect to the same number of shares of Common Stock, in the same manner, and to the same extent as if Optionee had continued employment during such period and the option shall be cancelled with respect to all remaining shares of Common Stock; provided that in the event Optionee shall die at a time when the Option, or any portion thereof is exercisable by him, the Option shall be exercisable in whole or in part, at any time part during the applicable period set forth therein by a legatee or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency legatees of the Company as it may designate Option under Optionee's will, or by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidhis executors, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer personal representatives or cashier's check drawn on a United States bankdistributee, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as respect to the number of Warrants so exercised, shares of Common Stock which Optionee could have purchased hereunder on the Warrant Shares so issued date of his death and the number Option shall be cancelled with respect to all remaining shares of Warrants still outstanding hereunderCommon Stock. The Company Written notice of an election to exercise any portion of the Option, specifying the portion thereof being exercised and the exercise date, shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In be given by Optionee, or his personal representative in the event of any dispute Optionee's death, (i) by delivering such notice at the principal executive offices of the Company no later than the exercise date, or discrepancy(ii) by mailing such notice, postage prepaid, addressed to the Exercise Grid Secretary of the Company at the principal executive offices of the Company at least three business days prior to the exercise date. As soon as reasonably possible following Stock exercise and payment by optionee of the purchase price, a certificate representing shares of Common Stock purchased, registered in the name of the Optionee, shall be controlling and determinative in delivered to the absence of manifest errorOptionee. The Holder by acceptance granting of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of Option shall impose no obligation upon Optionee to exercise this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofOption.

Exercise. Televisa shall have the right (athe “Post-IPO Purchase Right”) Exercise to elect to purchase all (or a portion) of the Televisa Purchase Right Shares at the Per Share Televisa Purchase Price by furnishing a written commitment notice to the Prospective Selling Stockholder(s) no later than forty-eight (48) hours after Televisa’s receipt of the applicable Post-IPO Sale Notice, specifying the number of Televisa Purchase Right Shares for which Televisa is exercising its Post-IPO Purchase Right and is committing to buy (the “Televisa Commitment Notice”). If Televisa does not furnish a notice that complies with the above requirements, including within the 48 hour time period, Televisa will be deemed to have waived its rights to purchase rights represented the Televisa Purchase Right Shares that were the subject of the applicable Post-IPO Sale Notice under this Section 4.5, and the Prospective Selling Stockholder(s) shall be free to Transfer all or any portion of Televisa Purchase Right Shares provided such Post-IPO Sale occurs within [ ] days of Televisa’s receipt of the applicable Post-IPO Sale Notice and, except for the actual price per share in a Post-IPO Public Sale, on terms and conditions not materially more favorable to the Post IPO Sale Buyer than set forth in the applicable Post-IPO Sale Notice. The Televisa Commitment Notice, and its obligation to purchase the applicable number of Televisa Purchase Right Shares specified therein, shall be irrevocable (x) for 48 hours in the case of a Post IPO Public Sale that is a registered block trade, (y) 14 days in the case of a Post IPO Public Sale that is an underwritten follow-on Public Offering and (z) 14 days in the case of Post IPO Sales not covered by this Warrant may be madeeither clause (x) or (y); provided, in whole or the case of clause (y) only, (A) Televisa shall have the right to terminate its commitment to purchase the Shares set forth in part, the Televisa Commitment Notice upon written notice to the Prospective Selling Stockholder(s) in the event that at any time during the applicable 14 day period the closing price for the Company’s Class A Common Stock on the principal stock exchange on which such shares are listed for trading exceeds 107.5% of the closing price of such Class A Common Stock on such stock exchange on the day (or times on or after if such day is not a trading day, the Initial Exercise Date most recent trading day) the Prospective Selling Stockholder(s) provided Televisa the Post-IPO Sale Notice (a “Price Change Termination Notice”) and on or before following a Price Change Termination Notice the Termination Date by delivery Prospective Selling Stockholder(s) shall not be permitted to make the applicable Post-IPO Public Sale unless they provide Televisa a new Post-IPO Sale Notice (provided Televisa shall have only 24 hours (not 48 hours) to decide whether to issue a new Televisa Commitment Notice with respect thereto) and (B) in the event the number of Shares to be sold in the applicable Post-IPO Public Sale would exceed the estimated number of Shares set forth in the applicable Post-IPO Sale Notice, the number of Shares in excess of such amount set forth in such Notice shall be treated as a separate Post-IPO Public Sale and a new Post-IPO Sale Notice shall be required to be given to Televisa with respect to the Company incremental amount (or but Televisa shall have 24 hours (not 48 hours) to make a Televisa Commitment Notice with respect to such other office or agency incremental amount); and provided, further, in the case of clause (z) only, (1) if the actual price per share in the applicable Post-IPO Sale would be greater than 107.5% of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares price per share specified in the applicable Post IPO Sale Notice, a new Post IPO Sale Notice shall be required and (2) in the event the number of Exercise by wire transfer or cashier's check drawn on a United States bank, unless Shares to be sold in such Post-IPO Sale would exceed the cashless exercise procedure specified in Section 2(c) below is number of Shares specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunderPost IPO Sale Notice, the number of Warrant Shares available for purchase hereunder at any in excess of such amount set forth in such Notice shall be treated as a separate Post-IPO Sale and a new Post IPO Sale Notice shall be required to be given time may be less than to Televisa with respect to the incremental amount stated on the face hereof(provided Televisa shall have 24 hours (not 48 hours) to provide a Televisa Commitment Notice with respect thereto).

Exercise. (a) Exercise Only following the ratification and approval of this Warrant by the stockholders of the purchase rights represented by Company (the “Stockholder Approval”) and subject to the terms and conditions hereof [, including, without limitation, the vesting provisions set forth in Section 5 below], this Warrant may be made, exercised by the Holder on any day on or after the date hereof (the “Issuance Date”) in whole or in partpart (except as provided under Section 11 below), at any time or times on or after by (i) delivery of a written notice, in the Initial Exercise Date form attached hereto as Exhibit A (the “Subscription Notice”), of the Holder’s election to exercise this Warrant, (ii) delivery of this Warrant, and on or before the Termination Date by delivery (iii) payment to the Company (or such other office or agency of the Company as it may designate by notice in writing an amount equal to the registered Holder at Stock Purchase Price multiplied by the address number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds. Execution and delivery by the Holder appearing on the books of the Company) of a duly executed copy of the an Exercise Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required with respect to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased less than all of the Warrant Shares available hereunder shall be deemed to be a request by such Holder to cancel the original Warrant and issue a new Warrant evidencing the right to purchase the remaining number of Warrant Shares, which request shall be satisfied by the Company pursuant to Section 8(c) below. Promptly following the date on which the Company has received each of the Subscription Notice, the Warrant and the Warrant has been exercised in fullAggregate Exercise Price (the “Exercise Delivery Documents”), in the Company shall issue a certificate for the number of shares of Common Stock to which casethe Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall surrender be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant to the Company for cancellation within two Trading Days has been exercised, irrespective of the date of delivery of the final Notice certificates evidencing such Warrant Shares. No fractional shares of Exercise is delivered Common Stock are to be issued upon the Company. Partial exercises exercise of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing Warrant, but rather the number of Warrant Shares purchased and the date shares of such purchases. Upon exercise of any of the Warrants represented hereby, the Company Common Stock to be issued shall deliver be rounded up to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereundernearest whole number. The Company shall deliver pay any objection and all stamp or similar issue or transfer taxes which may be payable with respect to any Notice of Exercise Form within two Trading Days of the issuance and delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at upon exercise of this Warrant; provided, that the Holder shall be required to pay any given time such tax that may be less payable in respect of any issue or delivery of shares of Common Stock in any name other than that of the amount stated Holder. Subject to Section 11, this Warrant shall expire ten (10) years after the Issuance Date or, if such date falls on a Saturday, Sunday, or U.S. federal holiday, the face hereofnext such business day. 1 To be completed.

Exercise. At any time, or from time to time, at or prior to the Expiry Time (athe “Exercise Period”), the Holder may exercise all or any number of whole Warrants represented hereby, upon delivering to the Corporation at its principal office by facsimile or e-mail (or e-mail attachment) noted above a duly completed and executed exercise notice in the form attached hereto as Schedule “B” (the “Exercise Notice”) evidencing the election (which on delivery to the Corporation shall be irrevocable except as provided in Section 2 and 4 hereof) of the purchase rights Holder to exercise the number of Warrants set forth in the Exercise Notice (which shall not be greater than the number of Warrants represented by this Warrant may be made, in whole or in part, at any Certificate as adjusted from time or times on or after the Initial Exercise Date to time pursuant to Sections 5 and on or before the Termination Date by delivery to the Company (or such other office or agency 6 of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretothis Warrant Certificate). Within three the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(b)) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares Warrant Shares specified in the applicable Exercise Notice of Exercise by wire transfer or cashier's ’s check drawn on a payable in United States bankdollars. No ink-original Exercise Notice shall be required, unless the cashless exercise procedure specified in Section 2(cnor shall any medallion guarantee (or other type of guarantee or notarization) below is specified in the applicable of any Exercise Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebe required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant Certificate to the Company Corporation until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company Corporation for cancellation within two three (3) Trading Days of the date the final Exercise Notice of Exercise is delivered to the CompanyCorporation. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Corporation shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any If the Holder is not exercising all Warrants represented by this Warrant Certificate, the Holder shall be entitled to receive upon the surrender of the Warrants represented herebyoriginal of this Warrant Certificate, the Company shall deliver to the Holder without charge, a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to new Warrant Certificate representing the number of Warrants so exercised, which is the difference between the number of Warrants represented by the then original Warrant Shares so issued Certificate and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofbeing so exercised.

Exercise. (a) Exercise Subject to the provisions of Sections 4 and 7, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be made, exercised in whole or in part, part at any time during the period (the "Exercise Period") commencing on _______________, 200__ (the "Exercise Date") until ________________, 200___ (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent and the Registered Holders of any such extension of the Exercise Period. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or times on or after the Initial Exercise Date his attorney duly authorized in writing and on or before the Termination Date by delivery shall be delivered, together with payment therefor, to the Company at its corporate offices located at 711 S. Carson Str▇▇▇, ▇▇▇▇▇ #▇, Carson City, NV, 89701 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company"Corporate Office"), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullcash or by official bank or certified check, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of aggregate Exercise Price, in lawful money. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchases. Upon exercise of any Warrant Shares as of the Warrants represented hereby, close of business on the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercisedDate. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares so issued and set forth in Section 4 have been satisfied as of the number of Warrants still outstanding hereunderExercise Date. The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interests in Warrant Shares issuable or deliverable on the event exercise of any dispute Warrant, or discrepancyscrip or cash therefor, and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the Exercise Grid number of full Shares which shall be controlling and determinative in issuable on exercise thereof shall be computed on the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason basis of the provisions aggregate number of this Section 2(a)full Shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to the Expiration Date, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant. The Company may deem and treat the Registered Holders of the Warrants as he absolute owners thereof for purchase hereunder at all purposes, and the Company shall not be affected by any given time may be less than notice to the amount stated contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the face hereofCommon Stock unless the Registered Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to any such dividend or other rights.

Exercise. Subject to the provisions of Sections 5 and 9 hereof, the Warrants to be issued hereunder shall be exercisable at a price of $12.00 per share for 150,000 shares and $14.00 per share for the remaining 150,000 shares (athe "Exercise Price") Exercise of the purchase rights represented by this Warrant may be madesubject to adjustment as set forth herein, in whole or in part, part at any time during the period (the "Warrant Exercise Period") commencing on the effective date of the Merger (the "Warrant Exercise Date") and ending on the fifth anniversary date of the Merger (the "Warrant Expiration Date"). Warrants shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the certificate evidencing the Warrants being exercised. The exercise form shall be executed by the Registered Holder thereof or times on or after the Initial Exercise Date his attorney duly authorized in writing and on or before the Termination Date by delivery shall be delivered together with payment to the Company (at its corporate offices located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at any such other office or agency of as the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fulldesignate, in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable aggregated Exercise Price and in lawful money of the United States of America. The person entitled to receive the number of shares of Common Stock deliverable on exercise of the Warrant (the "Warrant Shares") shall be treated for all purposes as the holder of such Warrant Shares purchasedas of the close of business on the Exercise Date. The Holder 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 therefor. Within ten days after the Exercise Date and in any event prior to the Warrant Expiration Date (the "Issuance Date"), the Company at its sole expense shall maintain records showing 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 the Registered Holder for the number of Warrant Shares purchased and the date deliverable on such exercise. No adjustment shall be made in respect of such purchases. Upon 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 represented herebyshall be validly issued, fully paid and nonassessable. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall deliver not be affected by any notice to the Holder a warrant exercise grid in contrary. The Warrants shall not entitle the form attached as Annex B hereto (holder thereof to any of the "Exercise Grid") with notations as rights of shareholders of the Company or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants prior to the number record date fixed by the Board of Warrants so exercised, Directors for the Warrant Shares so issued and the number determination of Warrants still outstanding hereunder. The Company shall deliver any objection holders of Common Stock entitled to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute dividends or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofother rights.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be madeexercised by the Registered Holder thereof at any time during the two year period commencing one year 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 the case of payment made in the form of a check drawn on an account of the Representative or such other investment banks and brokerage houses as the Company shall approve in partwriting 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 the provisions of Paragraphs 4(b) and 4(c) of this Agreement. TRANS GLOBAL SERVICES, 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 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 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 the Warrant Proceeds, a fee of six percent (6%) (the "Underwriter's Fee") of 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). In the event the Underwriter's Fee is not paid within ten (10) days of the date 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 addition, the Underwriter 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 4(b) may not be modified, amended or times on or after deleted without the Initial Exercise Date and on or before prior written consent of the Termination Date by delivery Representative. (c) In order to enforce the provisions of Paragraph 4(b) of this Agreement, the Warrant Agent is hereby expressly authorized to withhold payment to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder Proceeds unless and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to until the Company establishes an escrow account for cancellation within two Trading Days the purpose of depositing the entire amount of the date Underwriter's Fee, which amount will be deducted from the final Notice of Exercise is delivered net Warrant Proceeds to be paid to the Company. Partial exercises of this Warrant resulting The funds placed in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal escrow account may not be released to the applicable number of Warrant Shares purchased. The Holder and Company without a written agreement from the Company shall maintain records showing Underwriter that the number of Warrant Shares purchased and required the date of such purchases. Upon exercise of any of Underwriter's Fee has been received by the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofUnderwriter.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times 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. 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 Warrant (the "Warrant Proceeds"), the Company shall cause to be issued and delivered to the person or before persons entitled to receive the Termination same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder). In the case of payment made in the form of a check drawn on an account of Paramount or such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued upon the exercise of any Warrant and receipt of Cleared Funds received from the Warrant Proceeds. (b) On the Exercise Date in respect of the exercise of any Warrant, the Company shall pay from Cleared Funds received from the Warrant Proceeds, a fee of 5% (the "Paramount Fee") of the Purchase Price to Paramount for Warrant exercises solicited by delivery Paramount or its representatives (of which a portion may be reallowed by Paramount to the dealer who solicited the exercise, which may also be Paramount). In the event the Paramount Fee is not received within seven days of the date on which the Company receives Cleared Funds received from Warrant Proceeds, then the Paramount Fee shall begin accruing interest at an annual rate of prime plus three (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 deleted without the prior written consent of Paramount. In addition to the foregoing, any costs incurred by Paramount shall be promptly reimbursed by the Company. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or such other office question as to the amount or agency payment of the Paramount Fee, the Company as it may designate by notice in writing is hereby expressly authorized to establish an escrow account for the registered Holder at purpose of depositing the address entire amount of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidunpaid Paramount Fee, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent which amount will be deducted from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the net Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered Proceeds paid to the Company. Partial exercises of this Warrant resulting The funds placed in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal escrow account may not be released to the applicable number of Warrant Shares purchasedCompany without a written agreement from Paramount that the required Paramount Fee has been received by Paramount. The Holder and Paramount shall promptly notify the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.escrow

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at any time the principal office of the Company, or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Company as it may designate by notice in writing to the registered Holder at the address United States, of the Holder appearing on the books Purchase Price payable in respect of the Company) number of a duly executed copy Warrant Shares purchased upon such exercise; provided however that this Warrant may in no circumstance be exercised until the Israeli Ministry of Health approves the execution of the Notice Study Protocol (as defined in that certain Clinical Trial Agreement, dated as of Exercise Form attached February 17, 2010, by and between the Registered Holder, P▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and BrainStorm Cell Therapeutics Ltd., and as Annex A hereto. Within three Trading Days following amended from time to time). (b) The Registered Holder may, at its option, elect to pay some or all of the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Purchase Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its payable upon an exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive by canceling a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises portion of this Warrant resulting exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in purchases respect of a portion the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares available hereunder by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the effect Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of lowering record of the outstanding Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares purchasable hereunder 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 equal determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the applicable number date hereof) of Warrant Shares purchased. The Holder and like tenor, calling in the Company shall maintain records showing aggregate on the face or faces thereof for the number of Warrant Shares purchased and the date of such purchases. Upon exercise of equal (without giving effect to any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid"adjustment therein) with notations as to the number of Warrants so exercised, such shares called for on the face of this Warrant Shares so issued and minus the sum of (a) the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In shares purchased by the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Registered Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, upon such exercise plus (b) the number of Warrant Shares available for purchase hereunder at any given time may be less than (if any) covered by the amount stated on portion of this Warrant cancelled in payment of the face hereofPurchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the exercise form appended hereto as EXHIBIT I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at any time the principal office of the Company, or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or at such other office or agency of as the Company as it may designate designate, accompanied by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised payment in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days lawful money of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion United States, of the total number Purchase Price payable in respect of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the date of such purchases. Upon Purchase Price payable upon an exercise of any this Warrant by canceling a portion of this Warrant (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Warrants represented herebyExercise Date, the Company Fair Market Value per share of Common Stock shall deliver be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder a warrant that it do so, and (B) the exercise grid of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in the form attached as Annex B hereto subsection 1(a) above (the "Exercise GridDate") with notations as to the number of Warrants so exercised). At such time, the person or persons in whose name or names any certificates for Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the absence holder or holders of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion record of the Warrant Shares hereunderrepresented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: 3 (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares available equal (without giving effect to any adjustment therein) to the number of such shares called for purchase hereunder at any given time may be less than the amount stated on the face hereofof this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant canceled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant two or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times 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 (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 business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the 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 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 two 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 five business days after such date, if two or more Warrants have been exercised, the Warrant Agent on or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any two or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) At any time upon the exercise of any Warrants [after one year and one day from the date hereof], the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representative, its successors or assigns of the exercise of any such Warrants and shall, on a weakly basis (subject to collection of funds constituting the 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 Representative an amount equal to five percent (5%) of a duly executed copy the Purchase Price of such Warrants being then exercised unless the Representative shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the Notice General Rules and Regulations promulgated under the Securities Exchange Act of Exercise Form attached 1934, as Annex A hereto. Within three Trading Days following amended, (the date "Exchange Act"), or the rules and regulations of exercise as aforesaidthe 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 Holder Warrant Agent shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required have to make any payments pay such amount to the Company's stock transfer agent in connection with its exercise of this ; provided, that, the Warrant resulting from any failure or alleged failure of the Company Agent shall not be obligated to pay the transfer agent, the Holder may deduct any amounts pursuant to this Section 4(b) during any week that such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender amounts payable are less than $1,000 and the Warrant toAgent's obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and receive a replacement Warrant fromprovided further, the Company)that, the Holder 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 physically surrender this Warrant issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company until of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the Holder has purchased all of same time by the Warrant Shares available hereunder and the Warrant has been exercised in fullsame Registered Holder, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and whole shares which shall be issuable upon such exercise thereof shall be computed on the date basis of such purchasesthe aggregate number of shares purchasable on exercise of the Warrants so presented. Upon If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any of the Warrants represented herebyWarrant (or specified portion thereof), the Company shall deliver pay an amount in cash equal to such fraction multiplied by the 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 NYSE or the AMEX, or is traded on the NASDAQ (NMS), 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 Holder date of exercise of the Warrants on whichever of such exchanges or NASDAQ (NMS) 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 (NMS), but is quoted or reported on NASDAQ, the current market value of a warrant share of Common Stock shall be the average of the representative 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 session on the last business day prior to the date of exercise grid 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 traded on NASDAQ (NMS) 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 (NMS) or quoted or reported on NASDAQ, but is traded in the form attached as Annex B hereto (over-the-counterm market, the "Exercise Grid") with notations as 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 number date of Warrants so exercisedexercise of the Warrants; or (5) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NASDAQ (NMS) 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 Warrant Shares so issued and the number current market value of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice a share of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Common Stock shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereean amount, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be not less than the amount stated on book value thereof as of the face hereofend of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principals, consistently applied.

Exercise. (a) Exercise Subject to the provisions of Sections 4, 7 and 8, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be madeexercised at a price (the "Exercise Price") of $1.25 per share, in whole or in part, commencing on the date of issuance (the "Initial Exercise Date") and terminating on June 30, 2002, unless extended by the Company's Board of Directors (the "Exercise Period"), at any time or times on or after during such period that the Initial Exercise Date and on or before the Termination Date by delivery Company's Registration Statement with respect to the Warrant Shares is effective and current. The Company shall promptly notify the Warrant Agent of the effectiveness of such Registration Statement, any suspension of effectiveness and of any such extension of the Exercise Periods. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, (the "Corporate Office") or such other office or agency of the Company place as it may designate designated by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchases. Upon exercise of any Warrant Shares as of the Warrants represented hereby, close of business on the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exerciseddate. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares so issued set forth in Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price to the number of Warrants still outstanding hereunderexercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interests in Warrant Shares issuable or deliverable on the event exercise of any dispute Warrant or discrepancyscrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the Exercise Grid number of full Shares which shall be controlling and determinative in issuable on exercise thereof shall be computed on the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason basis of the provisions aggregate number of this Section 2(a)full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Company. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into a segregated account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for purchase hereunder the Company's use during the exercise periods. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Warrants, the number of shares issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Warrants at any given time may as the absolute owner thereof for all purposes, and the Company shall not be less than affected by any notice to the amount stated contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the face hereofCommon Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other right.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after ________ __, 1999 and prior to 5:00 P.M., Eastern Standard Time on _________ __, 2004, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion fourth anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise To exercise any portion of the Option, Holder must remain in the continuous employ of the Company, or a subsidiary of the Company for at least one year from the date of this Agreement. After each year of such employment after the date of this Agreement, the Holder may purchase rights represented by this Warrant a cumulative installment of one half of the Option Shares, so that after two years 2 of such employment Holder may purchase all of the Option Shares. The Option may be made, exercised in whole or in part, at any time or times on or after the Initial Exercise Date and option of Holder, on or before the Termination Expiration Date (hereinafter defined) by delivery delivering to the Company written notice of Holder's exercise (or such other office or agency "Exercise Notice") stating the amount of Option Shares to be purchased thereby, accompanied by either (i) a check ("Check") made payable to the order of the Company as it may designate by for the aggregate sum due for the Option Shares then being purchased, or (ii) notice in writing to the registered Company that Holder at elects to borrow the address of the Holder appearing on the books funds for such purchase in accordance with Paragraph 5 below ("Loan Notice"). As soon as practicable thereafter, and in any event within ten (10) business days of the Company) of a duly executed copy 's receipt of the Exercise Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidand either a Check or a Loan Notice, the Company shall issue and deliver to Holder a certificate representing the Option Shares being purchased pursuant to such Exercise Notice. Each such certificate shall deliver bear the aggregate Exercise Price for the shares specified in the legend or legends required by applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of securities laws as well as such other legends the Company requires to pay the transfer agent, the be included on certificates for its Common Stock. Such certificate or certificates shall be deemed to have been issued and Holder may deduct or any other persons so designated to be named therein shall be deemed for all purposes to have become a holder of record of such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days shares as of the date the final Exercise Notice of Exercise is delivered to the Company. Partial exercises In the case of this Warrant resulting in purchases of a portion an exercise for less than all of the total number of Warrant Option Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal permitted to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares be purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder Holder shall reserve the right to exercise its Option at any given time may be less than and from time to time prior to the amount stated on Expiration Date for the face hereofremainder of the Option Shares.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Subject to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a8.6, the Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), following which shall be irrevocable except as set forth in this Section 8.6(a). The redemption shall occur on the purchase Specified Redemption Date; provided, however, a Specified Redemption Date shall not occur until such later date as may be specified pursuant to any agreement with an Original Limited Partner; and provided further that a holder of Class A Units shall not exercise a Redemption Right until as of the first Subsequent Closing without the prior written consent of the General Partner and Security Capital. An Original Limited Partner may exercise a Redemption Right any time and any number of times; provided, however, that a holder of Class A Units shall not exercise a Redemption Right until as of the first Subsequent Closing without the prior written consent of the General Partner and Security Capital. A Redeeming Partner may not exercise the Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Units held by such Redeeming Partner. If (i) an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the exercise of a portion Redemption Right hereunder and (ii) the issuance of a Share Amount pursuant to the exercise of a Redemption Right would violate the provisions of Section 5.2 of the Warrant Articles of Incorporation as a result of the ownership of such additional Units or Shares hereunder, so acquired by such Original Limited Partner (the number of Warrant Shares available for purchase hereunder at any given time may in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the exercise of such Redemption Right to comply with the provisions of said Section 5.2 of the Articles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be less than in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the amount stated on which would be payable to such Redeeming Partner pursuant to Section 5.3 of the face hereofArticles of Incorporation if such Excess Shares were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Schedule 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any form of waiver or exemption thereunder.

Exercise. (a) Exercise of Exercising Rights Holders may acquire Depositary Units and Preferred Units pursuant to Basic Subscription Rights and the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date Over-Subscription Privilege by delivery to the Company (or such other office or agency of the Company Agent as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice Prospectus of Exercise (i) the Subscription Certificate with respect thereto, duly executed by wire transfer such Unitholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the purchase price of $ __________ for each four Depositary Units and one Preferred Unit subscribed for by exercise of Basic Subscription Rights and the Over-Subscription Privilege, in U.S. dollars by money order or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified bank in the applicable Notice of Exercise. If the Holder is required to make any payments United States, in each case payable to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure order of the Company to pay Agent for the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all account of the Warrant Shares available hereunder and the Warrant has been Partnership. (b) Rights may be exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and at any time after the date of such purchasesissuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. New York time on the Expiration Date. Upon For the purpose of determining the time of the exercise of any Rights, (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 from a bank, a trust company or a New York Stock Exchange member guaranteeing delivery of (i) payment of the Warrants represented hereby, full Subscription Price for the Company shall deliver Depositary Units and Preferred Units subscribed for pursuant to the Holder exercise of Basic Subscription Rights and any additional Preferred Units and Depositary Units subscribed for pursuant to the Over-Subscription Privilege and (ii) a warrant properly completed and executed Subscription Certificate, then such exercise grid in of Basic Subscription Rights and the form attached Over-Subscription Privilege shall be regarded as Annex B hereto timely, subject, however, to receipt of the duly executed Subscription Certificate and full payment for the Depositary Units and Preferred Units by the Agent within five business days after the Expiration Date (the "Exercise GridProtect Period"). (d) with notations as Within seven business days following the end of the Protect Period, the Agent shall send to each Exercising Rights Holder (or, if Depositary Units on the Record Date are held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee) the certificates representing the Depositary Units and Preferred Units acquired pursuant to the number of Warrants so exercisedBasic Subscription Rights, and, if applicable, the Warrant Shares so issued Over-Subscription Privilege. Any excess payment to be refunded by the Partnership to an Exercising Rights Holder who is not allocated the full amount of Depositary Units and Preferred Units subscribed for pursuant to the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancyOver-Subscription Privilege, the Exercise Grid shall be controlling and determinative in mailed by the absence of manifest error. The Holder by acceptance of this Warrant Agent to him or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), her within seven business days following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofProtect Period.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Subject to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a8.6, the Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), following which shall be irrevocable except as set forth in this Section 8.6(a). The redemption shall occur on the purchase Specified Redemption Date; provided, however, a Specified Redemption Date shall not occur until such later date as may be specified pursuant to any agreement with an Original Limited Partner. An Original Limited Partner may exercise a Redemption Right any time and any number of times. A Redeeming Partner may not exercise the Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Units held by such Redeeming Partner. If (i) an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the exercise of a portion Redemption Right hereunder and (ii) the issuance of a Share Amount pursuant to the exercise of a Redemption Right would violate the provisions of Section 5.2 of the Warrant Articles of Incorporation as a result of the ownership of such additional Units or Shares hereunder, so acquired by such Original Limited Partner (the number of Warrant Shares available for purchase hereunder at any given time may in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the exercise of such Redemption Right to comply with the provisions of said Section 5.2 of the Articles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be less than in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the amount stated on which would be payable to such Redeeming Partner pursuant to Section 5.3 of the face hereofArticles of Incorporation if such Excess Shares were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Schedule 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any form of waiver or exemption thereunder.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after November 30, 1999 and prior to 5:00 P.M., Eastern Standard Time on November 30, 2001, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion second anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. The Option Holder (or in the case of the death of the Option Holder, the designated legal representative or heir of the Option Holder) may exercise the NQSOs during the Exercise Period by giving written notice to the [Vice President of Investor Relations] in the form required by the Committee (“Exercise Notice”). The Exercise Notice must specify the number of Shares to be purchased, which shall be at least 100 unless fewer shares remain unexercised. The exercise date is the date the Exercise Notice is received by the Corporation. The Exercise Period commences on the Vesting Date and expires at 5:00 p.m., Asheville, North Carolina time, on the date [10 years/15 years] after the Grant Date, such later time and date being hereinafter referred to as the “Expiration Date,” subject to earlier expiration in the event of a termination of Service as provided in Section 6. Any NQSOs not exercised as of the close of business on the last day of the Exercise Period shall be cancelled without consideration at that time. The Exercise Notice shall be accompanied by payment in full of the Exercise Price for the Shares being purchased. Payment shall be made: (a) Exercise in cash, which may be in the form of a check, money order, cashier's check or certified check, payable to the Corporation, or (b) by delivering Shares of the purchase rights represented Corporation already owned by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Option Holder at the address of the Holder appearing having a Fair Market Value on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the exercise date of exercise as aforesaid, the Holder shall deliver equal to the aggregate Exercise Price to be paid, or (c) by instructing the Corporation to withhold Shares otherwise issuable upon the exercise having an aggregate Fair Market Value on the exercise date equal to the aggregate Exercise Price to be paid or (d) by a combination thereof. Payment for the shares specified in Shares being purchased upon exercise of the applicable Option may also be made by delivering a properly executed Exercise Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection Corporation, together with its exercise a copy of this Warrant resulting from any failure irrevocable instructions to a broker to deliver promptly to the Corporation the amount of sale or alleged failure of the Company loan proceeds to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total aggregate Exercise Price due. Notwithstanding anything herein to the contrary and applicable tax withholding amounts (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Companyif any), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, event the Holder Shares acquired shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is be delivered to the Company. Partial exercises broker promptly following receipt of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofpayment.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the such Holder appearing on the books of the Company) of a duly executed copy ); and, within 3 Trading Days of the date said Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following is delivered to the date of exercise as aforesaidCompany, the Holder Company shall deliver have received payment of the aggregate Exercise Price for of the shares specified in the applicable Notice of Exercise thereby purchased by wire transfer or cashier's ’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two 3 Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days 1 Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Subject to the provisions of Sections 5 and 8, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be made, exercised at a price (the "Exercise Price") of $_______ per share of Common Stock in whole or in part, part at any time or times during the period (the "Exercise Period") commencing upon the Effective Date of the Registration Statement to be filed by the Company for sale under the Securities Act of 1933, as amended (the "Securities Act") the Warrants and Warrant Shares (the "Exercise Date"), and ending at 5:00 o'clock p.m. Mountain Time on or after the Initial _____ day of _______________, 2003 ("Expiration Date") The Company shall promptly notify the Warrant Agent of any such extension of the Exercise Date and on or before the Termination Date by delivery Period. A Warrant shall be deemed to have been exercised immediately prior to the Company close of business on the date (or such other office or agency the "Exercise Date") of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of surrender for exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant has been exercised in fullAgent at its corporate offices located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Corporate Office"), in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchasesWarrant Shares as of the close of business on the Exercise Date. Upon exercise the receipt of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant Warrant for exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercisedset forth herein, the Warrant Shares so issued and Agent shall promptly verbally notify the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery Company, with confirmation in writing of such notice. In the event of any dispute or discrepancyfact, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion name and address of the Warrant Shares hereunder, exercising Registered Holder and of the number of Warrant Shares available to be delivered upon such exercise. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 5 have been satisfied as of the Exercise Date. If any one of the conditions set forth in Section 5 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and Exercise Price to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional shares interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to the Expiration Date, pursuant to a Stock Transfer Agreement dated July 5, 1991, between the Company and Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for purchase hereunder the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the Exercise Price to be promptly made to the order of the Company. The parties contemplate such payments will be made by the Warrant Agent to the Company on a weekly basis and will consist of collected funds only. The Warrant Agent shall hold any proceeds collected and not yet paid to the Company in a federally insured account at all times relevant hereto. The Company may deem and treat the Registered Holder of the Warrants at any given time may as the absolute owner thereof for all purposes, and the Company shall not be less than affected by any notice to the amount stated contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the face hereofCommon Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other right.

Exercise. Warrants may be exercised at any time during the period (athe “Exercise Period”) Exercise beginning at 9:00 a.m. New York City time on the Business Day immediately following the date on which the Warrant Agreement is entered into and ending at 5:00 p.m. New York City time on the Expiration Date. In order to exercise all or any of the purchase rights Warrants represented by this Warrant Certificate, the holder must deliver to the Warrant Agent at its Corporate Trust Office set forth in the Warrant Agreement this Warrant Certificate and the form of election to purchase on the reverse hereof duly completed, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price in the manner set forth in the Warrant Agreement for the number of Warrant Shares in respect of which such Warrants are then exercised. No Warrant may be exercised after 5:00 p.m., New York City time, on the Expiration Date, and to the extent not exercised by such time the Warrants shall become void. Notwithstanding the foregoing, if the holder has elected to be subject to the Beneficial Ownership Limitation Provisions, as described in Section 1.11 of the Securities Purchase Agreement, the holder of this Warrant shall not be entitled to receive shares of Common Stock upon exercise of this Warrant to the extent (but only to the extent) that such receipt would cause the holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of a number of shares of Common Stock that exceeds the Maximum Percentage of the shares of Common Stock outstanding at such time. This limitation on beneficial ownership shall be terminated (a) upon 61 days’ notice to the Company by the holder or (b) immediately on the date that is 30 days prior to the expiration of the Exercise Period of the Warrants. Any purported delivery of shares of Common Stock upon exercise of this Warrant shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the holder becoming the beneficial owner of more than the Maximum Percentage of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to the holder upon exercise of this Warrant is not made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise result of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromlimitation, the Company), the Holder shall not be required ’s obligation to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.make such

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised by the Registered Holder thereof commencing at any time or times 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. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock 7 issuable upon such exercise. As soon as practicable on or before after the Termination Exercise Date by delivery to and in any event within five business days after such date, if one or more Warrants have been exercised, the Company (or such other office or agency Warrant Agent on behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company, equal to the Exercise Price, to be deposited promptly in the Company's bank account. (b) The Company shall engage National as a Warrant solicitation agent, and, at any time upon the exercise of any Warrants after one year from the date hereof, the Company shall instruct the Warrant Agent to, and the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify National of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Exercise Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to National an amount equal to five percent (5%) of a duly executed copy the Exercise Price of such Warrants then being exercised unless National shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the Notice General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidNasdaq or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Representative's Warrants in which event, the Holder Warrant Agent shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required have to make any payments pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's stock transfer obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. Notwithstanding the foregoing, National shall be entitled to receive the commission contemplated by this Section 4(b) as Warrant solicitation agent only if: (i) National has provided actual services in connection with its the solicitation of the exercise of this a Warrant resulting from any failure or alleged failure by a Registered Holder and (ii) the Registered Holder exercising a Warrant affirmatively designates in writing on the exercise form on the reverse side of the Warrant Certificate that the exercise of such Registered Holder's Warrant was solicited by National. (c) The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company until of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the Holder has purchased all of same time by the Warrant Shares available hereunder and the Warrant has been exercised in full8 same Registered Holder, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and whole shares which shall be issuable upon such exercise thereof shall be computed on the date basis of such purchasesthe aggregate number of shares purchasable on exercise of the Warrants presented. Upon If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any of the Warrants represented herebyWarrant (or specified portion thereof), the Company shall deliver pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to unlisted trading privileges on one or move national securities exchanges and/or is quoted through the Nasdaq Stock Market, 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 Holder a warrant date of exercise grid of the Warrants on whichever of such exchanges or stock market had the highest 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 and is not quoted through the Nasdaq Stock Market, but is traded in the form attached as Annex B hereto 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. (or any successor) on the "Exercise Grid") with notations as last business day prior to the number date of Warrants so exercisedexercise of the Warrants; or (3) If neither clause (1) nor clause (2) immediately above is applicable, the Warrant Shares so issued and the number current market value of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice a share of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Common Stock shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereean amount, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be not less than the amount stated on book value thereof as of the face hereofend of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Warrant Exercise Date Date, but not after the Warrant Expiration Date, upon the terms and on or before the Termination Date by delivery subject to the Company conditions set forth herein (or such other office or agency of including the Company as it may designate by notice provisions set forth in writing Section 5 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the registered Holder at the address close of the Holder appearing business on the books Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company) , of a duly executed copy an amount in lawful money of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount America equal to the applicable number of Purchase Price has been received in good funds by the Warrant Shares purchasedAgent. The Holder and person entitled to receive the Company securities deliverable upon such exercise shall maintain records showing be treated for all purposes as the number of Warrant Shares purchased and the date holder of such purchases. Upon exercise of any securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, if any Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so have been exercised, the Warrant Shares so Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of Warrants still outstanding hereunder. securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interests or fractional warrant interests upon the event exercise of any dispute Warrant or discrepancyWarrants, the Exercise Grid nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be controlling rounded up to the next full share or Warrant, as the case may be, and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be fraction less than the amount stated on the face hereofone-half shall be eliminated.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be madeexercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder). (b) The Registered Holder may, at its option, at any time on or after the Initial Warrant Exercise Date, exchange Warrants on a cashless basis, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company part (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this "Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the CompanyExchange"), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and determined in accordance with this Section (4)(c), by surrendering the date of such purchases. Upon exercise of any Warrant Certificate at the principal office of the Warrants represented herebyCompany, the Company shall deliver accompanied by a notice stating such Registered Holder's intent to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to effect such exchange, the number of Warrants so exercisedto 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 Warrant Shares so issued and date the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form Exchange is received by the Company (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant Certificate of like tenor evidencing the balance of the Warrants remaining subject to the surrendered Warrant Certificate, shall be issued as of the Exchange Date and delivered to the Registered Holder within two Trading Days of delivery of such noticeseven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant Certificate shall represent the event of any dispute or discrepancy, the Exercise Grid shall be controlling right to subscribe for and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, acquire the number of Warrant Shares available (rounded to the next highest integer) equal to (i) the number of Warrants specified by the Registered Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market price of a share of Common Stock. Current market price shall have the meaning set forth Section 11 hereof, except that for purchase hereunder at any given time may be less than purposes hereof, the amount stated on date of exercise, as used in such Section 11 hereof, shall mean the face hereofExchange Date.

Exercise. The Company agrees to register, at its sole expense, the shares of Common Stock underlying the Warrants at the same time it registers any of its securities under the Securities Act of 1933, as amended (a) Exercise the "Registration Statement"). Subject to the provisions of Section 8, the purchase rights represented by this Warrant Warrants may be made, exercised at a price of $4.00 per share of Common Stock (the "Exercise Price") in whole or in part, part at any time or times during the period commencing on or after the effective date of the Registration Statement (the "Initial Exercise Date Date") and terminating on or before a date (the Termination Date by delivery "Expiration Date") four years after such Initial Exercise Date. A Warrant shall be deemed to have been exercised immediately prior to the Company close of business on the date (or such other office or agency the "Exercise Date") of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of surrender for exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder Certificate. The exercise form shall be executed by the Registered Holder or his attorney duly authorized in writing and will be delivered together with payment to the Warrant has been exercised in fullAgent at its corporate offices (the "Corporate Office"), in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchasesWarrant Shares as of the close of business on the Exercise Date. Upon in addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares, set forth in Section 4, have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price payment to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever, if more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the Warrants represented herebyaggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and, in any event, prior to the pertinent Expiration Date, pursuant to a Stock Transfer Agreement between the Company and Warrant Agent, the Company Warrant Agent shall deliver cause to be issued and delivered to the Holder person or persons entitled to receive the same, a warrant certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise grid of any Warrant. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the form attached as Annex B hereto (escrow account will be disbursed on a weekly basis to the "Exercise Grid"Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) with notations as representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of exercised Warrant Share certificates to the shareholder, will be billed monthly to the Company. A detailed accounting statement relating to the number of Warrants so exercised, the Warrant Shares so issued exercised and the number net amount of Warrants still outstanding hereunderexercised funds rernitted will be given to the Company with the payment of each exercise amount. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall deliver not be affected by any objection notice to the contrary. The Warrants shall not entitle the holder thereof to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions rights of this Section 2(a), following shareholders or to any dividend declared on the purchase Common Stock unless the holder shall have exercised the Warrants and purchased the shares of a portion Common Stock prior to the record date fixed by the Board of Directors of the Warrant Shares hereunder, Company for the number determinations of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofholders of Common Stock entitled to such dividend or other right.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form attached as Annex A in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's ’s check drawn on a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If ; provided, however, in the event that the Holder is required to make any payments to has not delivered such aggregate Exercise Price within three (3) Trading Days following the Company's stock transfer agent in connection with its date of such exercise of this Warrant resulting from any failure or alleged failure of as aforesaid, the Company shall not be obligated to pay the transfer agentdeliver such Warrant Shares hereunder until such payment is made. No ink-original Notice of Exercise shall be required, the Holder may deduct such sums it pays the transfer agent from the total nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2002, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion second anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised by the Registered Holder thereof commencing at any time or times on or after the Initial effective date of the Company's prospectus for this Offering, 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. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or before after the Termination Exercise Date by delivery to and in any event within five business days after such date, if one or more Warrants have been exercised, the Company (or such other office or agency Warrant Agent on behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidPrice, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the bank account. (b) The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company until of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the Holder has purchased all of same time by the Warrant Shares available hereunder and the Warrant has been exercised in fullsame Registered Holder, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and whole shares which shall be issuable upon such exercise thereof shall be computed on the date basis of such purchasesthe aggregate number of shares purchasable on exercise of the Warrants presented. Upon If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any of the Warrants represented herebyWarrant (or specified portion thereof), the Company shall deliver pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the Holder a warrant date of exercise grid 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 form attached as Annex B hereto (over-the-counter market, the "Exercise Grid") with notations as 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 number date of Warrants so exercisedexercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the Warrant Shares so issued and the number current market value of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice a share of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Common Stock shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereean amount, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be not less than the amount stated on book value thereof as of the face hereofend 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) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after June 1, 1999 and prior to 5:00 P.M., Eastern Standard Time on June 1, 2001, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion second anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after November 20, 1998 and prior to 5:00 P.M., Eastern Standard Time on November 20, 2000, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion second anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. A employee may bump within her zone. An employee exercising her bumping rights must indicate in order of preference, those classifications within her zone which she has the qualifications and ability to bump into. The employee will be required to outline her qualifications. Within three (3) working days of receipt of the employee's intent to bump, the Employer will interview the employee to establish her qualifications and ability, and indicate those positions to which she can bump according to seniority. Within an additional three (3) working days the employee will indicate, in writing, the that she is claiming. A employee who exercises her right to bump shall be provided with a thirty (30) working day familiarization period in the position into which she bumps, at which time the Board will determine her suitability in the position (this will not be considered a training period). The familiarization period is provided to assist the employee in becoming acquainted with the day to day operations of this position. A employee changing positions shall have her familiarization period run concurrently with her trial period. (Article XI, Section (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in (Trial Period)). When an employee holds more than one part, at any -time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidposition, the Holder positions shall deliver be considered separate when exercising bumping rights. The right to bump shall include the aggregate Exercise Price for right to bump up into a classification. The right to bump shall also allow a part-time employee to increase her regular hours by one (1) hour per day or five (5) hours per week only within the shares specified same classification. A part-time employee with more than one part-time position may exercise her right to bump if any of her positions are reduced in hours or made redundant. Such an employee will only be allowed to bump into a position provided that it does not conflict with her existing hours of work and will not put the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder employee in an amount equal overtime position. An employee may bump into one or more positions to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as bring her total regular hours to the number of Warrants so exercised, regular hours held prior to being The Labour Management Committee will make every reasonable effort to minimize the Warrant Shares so issued "ripple" effect of the bumping process and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In ensure an expeditious and orderly transition in the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereoflayoff.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after November 20, 1998 and prior to 5:00 P.M., Eastern Standard Time on November 20, 2000, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a), following Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the purchase of a portion second anniversary of the Warrant Shares hereunder, the number date of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofissuance.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times in part from time to time, commencing on or after ___________ and prior to 5:00 P.M., Eastern Standard Time on _______________, by the Initial Exercise Date and on or before Holder of this Warrant by the Termination Date by delivery to surrender of this Warrant (with the Company (or such other office or agency of subscription form at the Company as it may designate by notice in writing to the registered Holder end hereof duly executed) at the address set forth in Subsection 10(a) hereof, together with proper payment of the Holder appearing on Aggregate Warrant Price, or the books proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidIf this Warrant Exhibit 4.2 - Pg. 2 is exercised in part, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required entitled to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement new Warrant from, covering the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have in respect of which this Warrant has not been exercised and setting forth the effect proportionate part of lowering the outstanding Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant Shares purchasable hereunder is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the applicable number product of Warrant Shares purchased. The Holder (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and the Company shall maintain records showing the number (ii) such fraction of Warrant Shares purchased and the date a share or (b) may issue an additional share of such purchasesCommon Stock. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall issue and deliver to the Holder a warrant certificates for the Common Stock issuable upon such exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued within ten business days after such exercise and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid person exercising shall be controlling and determinative in deemed to be the absence holder of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason record of the provisions of this Section 2(a)Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on _______ __, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof____.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be made, exercised by the Holder in whole full or in part, part at any time or times on or after from time to time during the Initial Exercise Date and on or before exercise period specified in the Termination first paragraph hereof until the Expiration Date by delivery (x) surrendering this Warrant to the Company, (y) giving a subscription form in the form annexed hereto (duly executed by the Holder) to the Company, and (z) making payment, in cash or by certified or official bank check payable to the order of the Company, or by wire transfer of funds to the account of the Company, in either case, in the amount obtained by multiplying (a) the number of shares of Common Stock designated by the Holder in the subscription form by (b) the Purchase Price then in effect. On any partial exercise the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, providing in the aggregate on the face or faces thereof for the purchase of the number of shares of Common Stock for which such other office Warrant or agency of Warrants may still be exercised. The subscription form may be surrendered by telephone line facsimile transmission to such telephone number for the Company as it may designate by notice shall have been specified in writing to the registered Holder at by the address Company; provided, however, that if the subscription form is given to the Company by telephone line facsimile transmission the Holder shall send an original of such subscription form to the Company within ten Business Days after such subscription form is so given to the Company; provided further, however, that any failure or delay on the part of the Holder appearing on in giving such original of any subscription form shall not affect the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following validity or the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares on which such subscription form is so given by telephone line facsimile transmission. Unless otherwise specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bankparticular subscription form, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its each exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein shall be allocated to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises remaining shares issuable upon exercise of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall that have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofearliest Expiration Date.

Exercise. (a) Exercise Subject to the provisions of Sections 4 and 7, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be made, exercised in whole or in part, part at any time during the period (the "Exercise Period") commencing on _______________, 2000__ (the "Exercise Date") until ________________, 200___ (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent and the Registered Holders of any such extension of the Exercise Period. A Warrant shall be deemed to have been exercise immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or times on or after the Initial Exercise Date his attorney duly authorized in writing and on or before the Termination Date by delivery shall be delivered, together with payment therefore, to the Company at its corporate offices located at #29B Ebony Tower, President Park, 99 Sukhumvit 24 Road, Bangkok 10110 Thailand (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company"Corporate Office"), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ check, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of aggregate Exercise Price, in lawful money. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchases. Upon exercise of any Warrant Shares as of the Warrants represented hereby, close of business on the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercisedDate. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares so issued and set forth in Section 4 have been satisfied as of the number of Warrants still outstanding hereunderExercise Date. The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interests in Warrant Shares issuable or deliverable on the event exercise of any dispute Warrant, or discrepancyscrip or cash therefore, and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the Exercise Grid number of full Shares which shall be controlling and determinative in issuable on exercise thereof shall be computed on the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason basis of the provisions aggregate number of this Section 2(a)full Shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to the Expiration Date, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant. The Company may deem and treat the Registered Holders of the Warrants as the absolute owners thereof for purchase hereunder at all purposes, and the Company shall not be affected by any given time may be less than notice to the amount stated contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the face hereofCommon Stock unless the Registered Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to any such dividend or other rights.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times 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 cash or check received from the exercise of a 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 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 Termination date on which the Warrants become exercisable. (b) If, on the Exercise Date in respect of the exercise of any Warrant at any time on or after the first anniversary of the date hereof, (i) the Market Price of the Preferred Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by delivery 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 Underwriter a copy of the 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 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Companyi) of a duly executed copy of the Notice reverse side of Exercise Form attached as Annex A heretothe 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 three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise five days after receipt thereof by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver remit to the Holder a warrant exercise grid in Underwriter the form attached as Annex B hereto (Solicitation Fees to which the "Exercise Grid") Underwriter is entitled. The Underwriter shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with notations as this Section 4(b). In addition, the Underwriter 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 number Warrant Agent upon exercise of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunderWarrants. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a)paragraph may not be modified, following amended or deleted without the purchase of a portion prior written consent of the Warrant Shares hereunder, Underwriter and the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCompany.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times 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 (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 business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the 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, 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 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 (5) business days after such date, the Warrant Agent, on or before behalf of the Termination Date by delivery Company, shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company (in writing of such fact and of the number of securities delivered upon such exercise and, subject to Section 4(b) hereof, shall cause all payments in cash or such other office or agency by check made payable to the order of the Company as it may designate by notice in writing to the registered Holder at the address respect of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Purchase Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure bank account or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises . (b) At any time upon the exercise of this Warrant resulting in purchases of a portion any Warrants after __________, 1997 [the 1st anniversary of the total number effective date of the Registration Statement], the Warrant Shares available hereunder shall have Agent shall, on a daily basis, within two (2) business days after any such exercise, notify the effect Underwriter or its successors or assigns of lowering the outstanding number exercise of Warrant Shares purchasable hereunder any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Purchase Price, but in no event later than five (5) business days after the last day of the calendar week in which such funds were tendered), remit to the Underwriter or its successors or assigns an amount equal to four percent (4%) of the Purchase Price of such Warrants being then exercised unless the Underwriter or its successors or assigns shall have notified the Warrant Agent that the payment of such amount with respect to any such Warrant is violative of the rules and regulations promulgated under the Exchange Act, the rules and regulations of the NASD or applicable number state securities or "blue sky" laws, or the Warrants are those underlying the Underwriter's Warrants, in any of which events the Warrant Shares purchased. The Holder Agent shall have to pay such amount to the Company; provided, however, that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than one thousand dollars ($1,000) and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates one thousand dollars ($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 maintain records showing not be obligated to issue any fractional share interests or fractional warrant interests upon the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of the Warrants represented hereby, the Company fractional interests. Any fraction equal to or greater than one-half (1/2) shall deliver be rounded up to the Holder a warrant exercise grid in next full share or Warrant, as the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereundercase may be. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Any fraction less than one-half shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofeliminated.

Exercise. (a) Each Warrant shall entitle the Holder thereof to purchase, for each Warrant evidenced thereby, a number of shares of Common Stock equal to the Warrant Exercise Rate in effect immediately prior to the close of business on the relevant Exercise Date, subject to Section 3.06, at an exercise price equal to (for the avoidance of doubt, whether or not such Warrant is exercised during the Bonus Share Period) $4.00 per Warrant (the “Exercise Price”). Holders may exercise all or a portion of their Warrants or choose not to exercise any Warrants at all, or may otherwise sell or transfer their Warrants, in each case, in their sole and absolute discretion. Any Warrant exercised with an Exercise Date that is not in the Bonus Share Period will not be entitled to any Bonus Share Fraction. (b) The Company will make a public announcement via press release of the purchase rights represented by this Warrant may be madeBonus Share Expiration Date (i) at least 20 Business Days prior to such date, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency case of the Company as it may designate by notice in writing setting a Bonus Share Expiration Date and (ii) prior to the registered Holder at the address of the Holder appearing market open on the books Bonus Share Expiration Date in the case of a Bonus Share Price Condition. (c) The number of shares of Common Stock issuable in respect of any exercise of Warrants represented by a Global Warrant shall be determined by the Depository (or, as may be agreed from time to time between the Calculation Agent and the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified Calculation Agent) in accordance with this Agreement; and provided further, however, that in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of event the Company to pay the transfer agent, the Holder may deduct disagrees in good faith with any such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromcalculation, the Company)’s calculation shall be determinative and final and binding on the Warrant Agent, the Holder Calculation Agent and the Holders. The number of shares of Common Stock issuable in respect of any exercise of Warrants represented through the Company’s direct registration system or the Warrant Agent’s other book-entry procedures shall not be required determined by the Warrant Agent (or, as may be agreed from time to physically surrender time between the Calculation Agent and the Company, the Calculation Agent) in accordance with this Warrant to Agreement; and provided further, however, that in the event the Company until disagrees in good faith with any such calculation, the Holder has purchased all of Company’s calculation shall be determinative and final and binding on the Warrant Shares available hereunder Agent, the Calculation Agent and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofHolders.

Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be made, in whole or in part, exercised at any time or times on or from time to time from and after the Initial Exercise Vesting Date and before 5:00 P.M., Eastern Standard Time, on or before , 200 on any business day, for the Termination Date full number of shares of Common Stock called for hereby, by delivery to the Company (or such other office or agency of the Company as surrendering it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books principal office of the Company) of a , at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, with the subscription form duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidexecuted, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection together with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder payment in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant Shares purchased and (without giving effect to any further adjustment herein) multiplied (b) by the Purchase Price. Payment of this amount may be made (1) by payment in cash or by corporate check, payable to the order of the Company, or (2) by the Company not issuing that number of shares of Common Stock subject to this Warrant having a Fair Market Value (as hereinafter defined) on the date of exercise equal to such purchasessum, as Holder may determine. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of any this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the Warrants represented herebysame tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised 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 of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As soon as practicable on or after such date, the Company shall issue and deliver to the Holder person or persons entitled to receive the same a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to certificate or certificates for the number of Warrants so exercisedfull shares of Common Stock issuable upon such exercise, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event together with cash, in lieu of any dispute or discrepancyfraction of a share, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason equal to such fraction of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated then Fair Market Value on the face hereofdate of exercise of one full share of Common Stock.

Exercise. (a) Exercise of Subject to the purchase rights represented terms hereof, the Warrants, evidenced by this Warrant Certificate, may be made, exercised at the Exercise Price in whole or in part, part and at any time or times during the period (the "Exercise Period") commencing on or after the Initial date hereof and terminating at the close of business on June 30, 2004 (the "Expiration Date"). The Exercise Date and Period may be extended by the Company's Board of Directors in its sole discretion. A Warrant shall be deemed to have been exercised immediately prior to the close of business on or before the Termination Date by delivery date (the "Exercise Date") of the surrender to the Company (or such other office or agency at its principal offices of this Warrant Certificate with the Company as it may designate exercise form attached hereto executed by notice in writing to the registered Registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise and accompanied by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments payment to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable aggregate Exercise Price, in lawful money of the United States of America. The person entitled to receive the Shares issuable upon exercise of a Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of Warrant full Shares purchasedwhich shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and contrary. The Warrants shall not entitle the date of such purchases. Upon exercise of Registered Holder thereof to any of the rights of shareholders or to any dividend declared on the Shares unless the Registered Holder shall have exercised the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, and thereby purchased the Warrant Shares so issued and prior to the number record date for the determination of Warrants still outstanding hereunder. The Company shall deliver any objection holders of Shares entitled to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute dividend or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofother right.

Exercise. (a) Exercise of Subject to the purchase rights represented terms hereof, the Warrants evidenced by this Warrant Certificate may be made, exercised at the Exercise Price in whole or in part, part at any time or times during the period (the "Exercise Period") commencing on or after June 18, 1997 and terminating at 5:00 p.m., Central standard time, on April 30, 2002 (the Initial "Expiration Date"). The Exercise Date and Period may be extended by the Company's Board of Directors. A Warrant shall be deemed to have been exercised immediately prior to the close of business on or before the Termination Date by delivery date (the "Exercise Date") of the surrender to the Company (or such other office or agency at its principal offices of this Warrant Certificate with the Company as it may designate exercise form attached hereto completed and executed by notice in writing the Registered Holder and accompanied by payment to the registered Holder at the address Company, in cash or by check (which shall be accepted subject to collection), of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver an amount equal to the aggregate Exercise Price for the shares specified Warrants being exercised, in lawful money of Canada. The person entitled to receive the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its Shares issuable upon exercise of this a Warrant resulting from any failure or alleged failure Warrants ("Warrant Shares") shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required obligated to physically surrender this issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Promptly, and in any event within ten business days after the Exercise Date, the Company until the Holder has purchased all of the Warrant Shares available hereunder shall cause to be issued and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of person or persons entitled to receive the same, a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing certificate or certificates for the number of Warrant Shares purchased deliverable on such exercise. The Company may deem and treat the date of such purchases. Upon exercise of any Registered Holder of the Warrants represented herebyat any time as the absolute owner thereof for all purposes, and the Company shall deliver not be affected by any notice to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereundercontrary. The Company Warrants shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In not entitle the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.Registered

Exercise. (a) Exercise Charitable Benefit Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, exercised only by an Approved Qualified Charitable Organization (as set forth on the listing of such organizations described in whole or in part, Section 9 hereof) which is the Registered Holder thereof commencing at any time or times in part from time to time, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Charitable Benefit Warrant shall be deemed to have been exercised immediately prior to 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. If Charitable Benefit Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Approved Qualified Charitable Organization 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 Initial Exercise Date and on in any event within five business days after such date, if one or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has more Charitable Benefit Warrants have been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same, a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Charitable Benefit Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of Warrants still outstanding hereunder. securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments or other amounts in cash or by check made payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the Company's bank account. (b) The Company shall deliver any objection to any Notice not issue fractional shares on the exercise of Exercise Form within two Trading Days of delivery of such noticeCharitable Benefit Warrants. In the event of any dispute If one or discrepancy, the Exercise Grid more Charitable Benefit Warrants shall be controlling and determinative presented for exercise in full at the absence of manifest error. The Holder same time by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereundersame Approved Qualified Charitable Organization Registered Holder, the number of Warrant Shares available for purchase hereunder at any given time may whole shares which shall be less than the amount stated issuable upon such exercise thereof shall be computed on the face hereofbasis of the aggregate number of shares purchasable on exercise of the Charitable Benefit Warrants so presented and any fraction of a share shall be rounded up to the next whole share.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised commencing at any time or times 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 (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 business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the 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 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 five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on or before the Termination Date by delivery to the Company (or such other office or agency behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same, a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company and the Representative in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) If at the time of exercise of any Warrant commencing one year after the date of issuance (i) the market price of the Company's 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 Representative or another broker-dealer who is at such time 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 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 (the "Exchange Act"), then the Representative shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised a fee (the "Exercise Fee") of a duly executed copy ten percent (10%) of the Notice aggregate Purchase Price of Exercise Form attached as Annex A hereto. Within three Trading Days the Warrants so exercised commencing in the second year following the date of exercise as aforesaidissuance. Anything to the contrary in the foregoing notwithstanding, no Exercise Fee with respect to any Warrants exercised shall be payable to the Representative if the payment of the Exercise Fee with respect to such Warrants would be in violation of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the NASD or applicable state securities or "blue sky" laws, or the Warrants are Common Stock Warrants underlying the Representative's Warrants. The procedures for payment of the warrant solicitation fee are set forth in Section 5(c) below. (1) Within ten (10) days after the last day of each month commencing with _______________ , 1997, the Holder Warrant Agent will notify the Representative 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 deliver determine, in their sole and absolute discretion, whether a Warrant Certificate has been properly completed. The Warrant Agent will provide the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent Representative with such information in connection with its the exercise of this each Warrant resulting as the Representative shall reasonably request. (2) The Company hereby authorizes and instructs the Warrant Agent to deliver to the Representative the Exercise Fee promptly after receipt by the Warrant Agent from any failure or alleged failure the Company of a check payable to the order of the Representative in the amount of the Exercise Fee. In the event that an Exercise Fee is paid to the Representative 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 Representative is not entitled to pay the transfer agentan Exercise Fee, the Holder may deduct Representative will be instructed by the Warrant Agent to return such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein Fee to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder Agent which shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered forthwith return such fee to the Company. Partial exercises of this Warrant resulting in purchases of a portion of While the total number of Warrant Shares available hereunder shall have Warrants are outstanding, the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder Representative and the Company shall maintain may at any time during business hours, examine the records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunderAgent, including its ledger of original Warrant certificates returned to the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.Agent upon exercise of

Exercise. (a) Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares.” The Option shall in all events terminate at the close of business on the tenth (10th) anniversary of the date of this Agreement (the “Expiration Date”). Subject to other terms and conditions set forth herein, the Option may be exercised in cumulative installments in accordance with the vesting schedule set forth in the Notice of Grant, provided that you remain in the employ of or a service provider to the Company or its Subsidiaries until the applicable dates set forth therein. (b) Subject to the relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. No less than [•] Vested Shares may be purchased at any one time unless the number purchased is the total number of Vested Shares at that time purchasable under the Option. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share. (c) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business. Exercise of the purchase rights represented by this Warrant may Option shall be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date made by delivery to the Company by you (or such other office or agency person entitled to exercise the Option as provided hereunder) of (i) an executed “Notice of Stock Option Exercise,” and (ii) payment of the Company as it may designate by notice in writing aggregate purchase price for shares purchased pursuant to the registered Holder at the address exercise. (d) Payment of the Holder appearing on Exercise Price may be made, at your election, with the books approval of the Company, (i) in cash, by certified or official bank check or by wire transfer of immediately available funds, (ii) by delivery to the Company of a duly executed copy number of the Notice shares of Exercise Form attached Stock having a Fair Market Value as Annex A hereto. Within three Trading Days following of the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments equal to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure Exercise Price, or alleged failure of (iii) by net issue exercise, pursuant to which the Company will issue to pay you a number of shares of Stock as to which the transfer agentOption is exercised, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive less a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all number of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days shares with a Fair Market Value as of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount exercise equal to the applicable number Exercise Price. (e) If you are on leave of Warrant Shares purchased. absence for any reason, the Company may, in its sole discretion, determine that you will be considered to still be in the employ of or providing services for the Company, provided that rights to the Option will be limited to the extent to which those rights were earned or vested when the leave or absence began. (f) The Holder terms and provisions of the employment agreement, if any, between you and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of or any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto Subsidiary (the "Exercise Grid"“Employment Agreement”) with notations as that relate to or affect the number Option are incorporated herein by reference. Notwithstanding the foregoing provisions of Warrants so exercisedthis Section 2 or Section 3, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In in the event of any dispute conflict or discrepancy, inconsistency between the Exercise Grid shall be controlling terms and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions conditions of this Section 2(a), following 2 or Section 3 and the purchase of a portion terms and conditions of the Warrant Shares hereunderEmployment Agreement, the number terms and conditions of Warrant Shares available for purchase hereunder at any given time may the Employment Agreement shall be less than the amount stated on the face hereofcontrolling.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Subject to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a8.6, the Original Limited Partners shall have the right (the “Redemption Right”) to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the “Redeeming Partner”), following which shall be irrevocable except as set forth in this Section 8.6(a). The redemption shall occur on the purchase Specified Redemption Date; provided, however, a Specified Redemption Date shall not occur until such later date as may be specified pursuant to any agreement with an Original Limited Partner. An Original Limited Partner may exercise a Redemption Right any time and any number of times. A Redeeming Partner may not exercise the Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Units held by such Redeeming Partner. If (i) an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the exercise of a portion Redemption Right hereunder and (ii) the issuance of a Share Amount pursuant to the exercise of a Redemption Right would violate the provisions of Section 5.2 of the Warrant Articles of Incorporation as a result of the ownership of such Shares hereunder, so acquired by such Original Limited Partner (the number of Warrant Shares available for purchase hereunder at any given time may in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the “Excess Shares”) and (iii) such Original Limited Partner does not revoke or amend the exercise of such Redemption Right to comply with the provisions of said Section 5.2 of the Articles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be less than in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the amount stated on which would be payable to such Redeeming Partner pursuant to Section 5.3 of the face hereof.Articles of Incorporation if such Excess Shares were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times 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. 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 the election of the Registered Holders thereof, either in full or from time to time in part. Warrants may be exercised upon surrender to the Company at the principal office of the Warrant Agent, of the certificate or certificates evidencing the Warrants to be 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 shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and on or before the Termination Date by delivery person entitled to receive the Company (or securities deliverable upon such other office or agency exercise shall be treated for all purposes as the holder of those securities upon the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant has been exercised in full, in which case, Agent shall deposit the Holder proceeds received from the exercise of a Warrant and shall surrender this Warrant to notify the Company for cancellation within two Trading Days in writing of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion exercise of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder Warrants. Promptly following, and in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and any event within five (5) business days after the date of such purchases. Upon exercise of any 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 represented herebyof the Registered Holder), unless prior to the date of issuance of such certificates the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, instruct the Warrant Shares so issued and the number Agent to refrain from causing such issuance of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.certificates pending

Exercise. The Warrant shall vest and become exercisable at the rate of _______ shares per month on the first day of each month commencing February 1, 2000, and continuing for 34 months thereafter, with a final installment of ______ shares to vest and become exercisable on January 1, 2003. There shall be no proportionate or partial vesting in the period prior to each monthly vesting date, provided that the Warrant will become fully vested and immediately exercisable in full if (ai) Exercise the Executive's employment with the Company terminates due to his death or a Disability Termination Event (as defined in the Executive's employment agreement), or (ii) there is an Extraordinary Transaction, Influence Change Event or Extraordinary Stock Event (each term as defined in the Executive s employment agreement). The Committee, at any time before expiration of the purchase rights represented by this Warrant, may, in its sole discretion, accelerate the time or times at which the Warrant may be madeexercised, including, without limitation, whether or not to vest the Warrant upon a Termination Without Cause (as defined in the Executive's employment agreement). The Executive may exercise the Warrant in whole or in part, part at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery from time to time prior to the Company (or such other office or agency expiration of the Warrant as provided herein by serving written notice of such exercise on the Committee accompanied by payment in full of the aggregate Exercise Price. The Company as it may designate by notice in writing will not be under obligation to deliver to the registered Holder at Executive any Common Stock unless and until all legal matters in connection with the address issuance and delivery of the Holder appearing on the books of Common Stock have been approved by the Company) 's counsel. Payment of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price shall be made in a manner acceptable to the Committee, in its sole discretion, and payment shall generally be made in cash or in shares of Common Stock which the Executive has owned for at least six months (and for which the Executive has good title free and clear of any liens and encumbrances) based on the fair market value of the Common Stock on the payment date as determined by the Committee (or any combination thereof) against delivery of the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of ExerciseCommon Stock. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to issue fractional shares of Common Stock on the Company until the Holder has purchased all exercise of the Warrant Shares available hereunder and Warrant. If any fractional share of Common Stock would, except for this provision, be issuable upon the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days exercise of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented herebyWarrant, the Company shall deliver pay an amount in cash equal to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery current fair market value of such notice. In the event fractional share of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCommon Stock.

Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form attached as Annex A in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on from a United States bank, bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company's stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure or alleged failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days one (1) Business Day of delivery receipt of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant or any transfereeWarrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this Section 2(a)paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise. (a) Exercise Each Subscription Certificate shall be transferable and shall, its having been exercised by the holder thereof in the manner set forth in the Prospectus, become irrevocable after receipt of payment for shares by the Agent. The Agent shall, in its capacity as Transfer Agent for the Fund maintain a register of Subscription Certificates and the Record Date Shareholders. Each Subscription Certificate shall, subject to the provisions thereof, entitle the holder thereof to the right (the "Primary Subscription Right") to purchase rights represented by this Warrant during the Primary Subscription, as defined in the Prospectus, at the Subscription Price, as defined in the Prospectus, one share of Common Stock for each Right held. In addition, each Subscription Certificate shall, subject to the provisions thereof, entitle Record Date Shareholders and persons who become holders of Rights who are not Record Date Shareholders ("Rights Holders") who exercise their Rights in the Primary Subscription ("Exercising Rights Holders") the right (the "Over-Subscription Right") to purchase from the Fund additional shares subject to the availability of such shares and to allotment of such shares as may be madeavailable among Exercising Rights Holders who exercise Over-Subscription Rights on the basis specified in the Prospectus; provided, however, that an Exercising Rights Holder who has not exercised his Primary Subscription Rights with respect to the full number of Rights issued to him shall not be entitled to any Over-Subscription Rights. (b) Record Date Shareholders and Rights Holders may acquire shares of Common Stock in whole or in part, at any time or times on or after the Initial Exercise Date Primary Subscription and on or before pursuant to the Termination Date Over-Subscription Privilege by delivery to the Company Agent as specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Record Date Shareholder or such other office or agency Rights Holder in accordance with and as provided by the terms and conditions of the Company Subscription Certificate, together with (ii) payment in full for the shares to be purchased at the estimated purchase price as it may designate disclosed in the Prospectus, in U.S. dollars by notice money order or check drawn on a bank or branch located in writing the United States, in each case payable to the registered Holder at the address order of the Holder appearing on the books of the CompanyFund. (c) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following Rights may be exercised at any time after the 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 Fund shall designate to the Agent in writing (the "Expiration Date"). 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. All questions as aforesaidto the validity, form, eligibility and acceptance of Subscription Certificates will be determined by the Fund. (d) Notwithstanding the provisions of Section 3(b) and 3(c) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. Eastern 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 financial institution that is a member of the Securities Transfer Agents Medallion Program, the Holder shall deliver Stock Exchange Medallion Program or the aggregate Exercise New York Stock Exchange Medallion Signature Program guaranteeing delivery of (i) payment of the full Estimated Subscription Price for the shares specified of Common Stock subscribed for in the applicable Notice Primary Subscription and any additional shares of Exercise by wire transfer or cashier's check drawn on a United States bankCommon Stock subscribed for pursuant to the Over-Subscription Privilege, unless the cashless exercise procedure specified (ii) payment in Section 2(c) below is specified in the applicable Notice full of Exercise. If the Holder is any additional amount required to make any payments to be paid if the Company's stock transfer agent actual Subscription Price is in connection with its excess of the Estimated Subscription Price, and (iii) a properly completed and executed Subscription Certificate, then such exercise of this Warrant resulting from any failure or alleged failure Primary Subscription Rights and Over-Subscription Rights shall be regarded as timely, subject, however, to receipt of the Company to pay duly executed Subscription Certificate and full payment for the transfer agent, Common Stock based on the Holder may deduct such sums it pays Estimated Subscription Price by the transfer agent from Agent within three Business Days (as defined below) after the total Exercise Price dueExpiration Date. Notwithstanding anything herein to For the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all purposes of the Warrant Shares available hereunder Prospectus and the Warrant has been exercised in fullthis Agreement, in "Business Day" shall mean any day on which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise trading is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated conducted on the face hereofNew York Stock Exchange.

Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times 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 before after the Termination Exercise Date by delivery to the Company (Warrant Agent shall deposit in a non-interest bearing account at Chase Manhattan Bank or such other office or agency 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 Company as it may designate by notice in writing to the registered Holder at the address exercise of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A heretoWarrants. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant toPromptly following, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation any event within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and five days after the date of such purchasesnotice 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. Upon the exercise of any Warrant and clearance of the Warrants represented herebyfunds received, the Company Warrant Agent shall deliver to promptly remit the Holder a warrant exercise grid in payment received for the form attached as Annex B hereto Warrant (the "Exercise GridWarrant Proceeds") with notations as to the number Company or as the Company may direct in writing. (b) If, subsequent to _____________, 2002 in respect of Warrants the exercise of any 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 writing by the holder of such Warrant as having solicited such Warrant, (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 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, 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 fee of 5% of the Purchase Price (of which 1% may be reallowed to the dealer who solicited the exercise, which may also be Security Capital). Within five days after exercise, the Warrant Shares so issued Agent shall send Security Capital a copy of the reverse side of each Warrant exercised. Security Capital shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section. In addition, Security Capital and the number Company may at any time during business hours, examine the records of Warrants still outstanding hereunderthe Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a)paragraph may not be modified, following amended or deleted without the purchase prior written consent of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofSecurity Capital.

Exercise. Within ten (a10) Exercise Business Days of receipt of the purchase rights represented by Termination Notice (the "Termination Period"), this Warrant may be made, exercised by the Warrantholder in whole or the manner set forth in part, at Section 1.2(a) above during normal business hours on any time or times on or after the Initial Exercise Date and on or before Business Day during the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such noticePeriod. In the event of any dispute or discrepancyexercise of the rights represented by this Warrant in compliance with this Section 1.5(b), the Company shall, or shall cause its transfer agent to, within two (2) Business Days of the Company's receipt of the Aggregate Exercise Grid Price and this Warrant (or an indemnification undertaking or other form of security reasonably satisfactory to the Company with respect to this Warrant in the case of its loss, theft or destruction) either (A) at the Warrantholder's request, credit such aggregate number of shares of Common Stock to which the Warrantholder shall be controlling entitled upon such exercise to the holder's or its designee's balance account with the DTC through its Deposit Withdrawal Agent Commission system, provided that (i) Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, (ii) the Warrantholder is eligible to receive shares through DTC, and determinative (iii) the certificates for the Common Stock do not bear a legend thereon, or (B) issue and deliver to the address as specified in the absence Exercise Form, a certificate or certificates in such denominations as may be requested by the holder in the Exercise Form, registered in the name of manifest errorthe Warrantholder or its designee, for the number of shares of Common Stock to which the Warrantholder shall be entitled upon such exercise. The Holder by acceptance Upon delivery of the Aggregate Exercise Price and this Warrant, the holder of this Warrant or any transferee, acknowledges and agrees that, by reason shall be deemed for all corporate purposes to have become the holder of the provisions of this Section 2(a), following the purchase of a portion record of the Warrant Shares hereunderwith respect to which this Warrant has been exercised. If this Warrant is not exercised during the Termination Period or is exercised only in part, this Warrant or the number of remainder thereof, as applicable, shall immediately cease to be exercisable and shall be cancelled, and the Warrantholder shall cease to have any rights with respect to this Warrant. No adjustments shall be made on Warrant Shares available for purchase hereunder at any given time may be less than the amount stated issuable on the face hereofexercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.

Exercise. a. Prior to exercising a Warrant, the holder of this Warrant Certificate is required to give a written certification that such holder is not a U.S. Person (aas that term is defined in Rule 902(o) Exercise of Regulation S, a copy of which is attached hereto as Exhibit "A") and the Warrant is not being exercised on behalf of a U.S. Person, or a written opinion of counsel, in form and substance satisfactory to the Company, to the effect that the Warrant and the Common Stock delivered upon exercise thereof have been registered under the Act or are exempt from registration thereunder. b. Upon the surrender of this Certificate, provision of the purchase rights represented by written certification or written opinion described in paragraph 3.a., and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of this Warrant and in such name or names as the registered holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of any Warrant. Such certificate or certificates shall be made, in whole or in part, at deemed to have been issued and any time or times person so designated to be named therein shall be deemed to have become a holder of record of such Common Stock on or after and as of the Initial Exercise Date and on or before date of the Termination Date by delivery to the Company (or such other office or agency of this Certificate and payment of the Company Exercise Price as it may designate by notice in writing to the registered Holder aforesaid. If, however, at the address date of surrender of this Certificate, provision of the Holder appearing written certification or written opinion described in paragraph 3.a., and payment of such Exercise Price, the transfer books for the Common Stock purchasable upon the exercise of any Warrant shall be closed, the certificates for the Common Stock in respect to which any such Warrant are then exercised shall be issued and the owner of such Common Stock shall become a record owner of such Common Stock on the books and as of the Company) next date on which such books shall be opened, and until such date the Company shall be under no duty to deliver any certificate for such Common Stock. c. The holder hereof acknowledges that the Company will implement procedures to ensure that the Warrant may not be exercised within the United States and that the Common Stock delivered upon exercise thereof may not be delivered within the United States, other than in connection with Offshore Transactions as defined in Regulation S, unless registered under the Act or an exemption from such registration is available. d. It is the intent of a duly executed copy holder hereof that upon the exercise of this Warrant, the issuance of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following Shares would be pursuant to Regulation S. If on the date of exercise as aforesaid, the Holder shall deliver issuance of the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise Shares by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised holder would have qualified under Regulation S as in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of effect on the date the final Notice hereof but does not qualify on such exercise date because of Exercise is delivered an amendment to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and Regulation S promulgated after the date of such purchases. Upon exercise of any of the Warrants represented herebyhereof, the Company shall deliver use its best efforts to register the Shares under the Act for resale by the holder, unless with the good faith cooperation of holder the Shares may be issued to the Holder holder in a warrant exercise grid in the form attached as Annex B hereto transaction exempt from registration (the "Exercise Grid") with notations as e.g., pursuant to the number of Warrants so exercisedSection 4(2), the Warrant Shares so issued and the number of Warrants still outstanding hereunderSection 4(6), Regulation D). The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Such registration shall be controlling at the cost and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason expense of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCompany.

Exercise. (a) Exercise Subject to the provisions of Sections 5 and 9 hereof, the purchase rights represented by this Warrant Series __ Warrants, as they may be madeadjusted as set forth herein, may be exercised at a price (the "WARRANT EXERCISE PRICE") of $____ per share of Common Stock subject to adjustment, in whole or in part, part at any time or times during the period (the "WARRANT EXERCISE PERIOD") commencing on or the date hereof and terminating on the date four years after effectiveness of the Initial Exercise Date Registration Statement (as defined in the Registration Rights Agreement between the Company and the Holders of even date herewith (the "REGISTRATION RIGHTS AGREEMENT")), unless extended by a majority vote of the Board of Directors for such length of time as they, in their sole discretion, deem reasonable and necessary); provided, however, that -------- ------- if the Common Stock underlying the Warrants are not subject to an effective registration for an aggregate of 450 days within two years from November 8, 1996 (said date being the final closing date of a certain private placement of the Company's securities), then the remaining exercise period of the Warrants shall be tolled until the Common Stock underlying the Warrants shall have been subject to an effective registration for an aggregate of 450 days, and (iii) in no event shall the Series __ Warrants terminate solely by reason of time (i.e., expiration) unless a registration statement covering the Warrant Shares shall have then been in effect for 45 days prior to such termination. The termination date of the Series __ Warrants is referred to herein as the "Warrant Expiration Date." (b) Each Series __ Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (each, an "EXERCISE DATE") of the surrender for exercise of the Series __ Warrant certificate. The exercise form shall be executed by the Warrant Holder thereof or before the Termination Date by delivery his attorney duly authorized in writing and shall be delivered together with payment to the Company at its corporate offices located at ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "CORPORATE OFFICE"), or at any such other office or agency of as the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fulldesignate, in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number aggregate Exercise Price, in lawful money of the United States of America. (c) Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on exercise shall be treated for all purposes as the date holder of such purchases. Upon exercise of any Warrant Shares as of the Warrants represented hereby, close of business on the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunderDate. The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interest in Warrant Shares issuable or deliverable on the event exercise of any dispute Series __ Warrant or discrepancyscrip or cash therefore and such fractional shares shall be of no value whatsoever. (d) Within ten days after the Exercise Date and in any event prior to the Warrant Expiration Date, the Exercise Grid Company, at its own expense, shall cause to be controlling issued and determinative delivered to the person or persons entitled to receive the same, a certificate or certificates in the absence of manifest error. The Holder name requested by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, holder for the number of Warrant Shares available for purchase hereunder at deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any given time may Series __ Warrant. All shares of Common Stock or other securities delivered upon the exercise of the Series __ Warrants shall be less than validly issued, fully paid and non-assessable. (e) The Series __ Warrants shall not entitle the amount stated holder thereof to any of the rights of shareholders or to any dividend declared on the face hereofCommon Stock unless such holder or holders shall have exercised the Series __ Warrants prior to the record date fixed by the Board of Directors for the determination of holders of Common Stock entitled to such dividends or other rights.

Exercise. Rights may be exercised at any time during the Offering Period upon the terms and conditions set forth in the Prospectus and in this Agreement. (a) Exercise Rights may be exercised by completing and executing the exercise portion of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date Subscription Certificate and on or before the Termination Date by delivery delivering it to the Company (or such other office or agency Subscription Agent along with payment of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Subscription Price for the shares specified aggregate number of Common Shares subscribed prior to 5:00 p.m. Eastern Standard Time on the Expiration Date. (b) A subscription will be accepted by the Subscription Agent if, prior to 5:00 p.m. Eastern Standard Time on the Expiration Date, the Subscription Agent has received full payment for the Common Shares and a notice of guaranteed delivery guaranteeing delivery of a properly completed and executed Subscription Certificate. The Subscription Agent will not honor a notice of guaranteed delivery unless a properly completed and executed Subscription Certificate is received by the Subscription Agent by the close of business on the third business day after the Expiration Date. (c) The Subscription Price shall be paid in the applicable Notice of Exercise by wire transfer or cashier's check United States dollars, by: (i) bank draft drawn on upon a United States bankbank or a postal, unless telegraphic or express money order payable to the cashless Subscription Agent or (ii) wire transfer of funds to the account maintained by the Subscription Agent for such purpose: ___________________ Bank, ABA No. ____________, A/C __________________. (d) Once a Registered Holder has exercised Rights, such exercise procedure specified in Section 2(cmay not be revoked or rescinded. (e) below is specified in If a Registered Holder does not specify the applicable Notice number of Exercise. If Rights being exercised on the Subscription Certificate, or if the payment by the Registered Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company not sufficient to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased purchase price for all of the Warrant Common Shares available hereunder and that the Warrant has been exercised in full, in which caseRegistered Holder indicated on the Subscription Certificate, the Registered Holder shall surrender this Warrant will be deemed to have exercised the Company maximum number of Rights that could be exercised for cancellation within two Trading Days the amount of the date the final Notice of Exercise is payment that it delivered to the Company. Partial exercises of this Warrant resulting Subscription Agent. (f) If the Registered Holder's payment exceeds the Subscription Price for all the Rights shown on its Subscription Certificate, its payment will be applied, until depleted, to subscribe for Common Shares in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal following order: (i) to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing subscribe for the number of Warrant Common Shares, if any, that such Registered Holder indicated on the Subscription Certificate that it wished to purchase through its Basic Rights; (ii) to subscribe for Common Shares purchased until its Basic Rights have been fully exercised and (iii) to subscribe for additional Common Shares pursuant to such Registered Holder's Over-subscription Rights. Any excess payment remaining after the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver foregoing allocation will be returned to the Registered Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations soon as to the number of Warrants so exercisedpracticable by mail, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute without interest or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofdeduction.

Exercise. (a) Exercise Warrants in denominations of the purchase rights represented by this Warrant one or whole number multiples thereof may be made, in whole or in part, exercised by the Registered Holder thereof commencing at any time or times on or after the Initial effective date of the Company's prospectus for this Offering, 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. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or before after the Termination Date by delivery to Exercise Date, if one or more Warrants have been exercised, the Company (or such other office or agency Warrant Agent on behalf of the Company as it may designate by notice shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the registered Holder at the address of the Holder appearing on the books order of the Company) of a duly executed copy of , equal to the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaidPrice, the Holder shall deliver the aggregate Exercise Price for the shares specified to be deposited promptly in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the bank account. (b) The Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company until of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the Holder has purchased all of same time by the Warrant Shares available hereunder and the Warrant has been exercised in fullsame Registered Holder, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and whole shares which shall be issuable upon such exercise thereof shall be computed on the date basis of such purchasesthe aggregate number of shares purchasable on exercise of the Warrants presented. Upon If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any of the Warrants represented herebyWarrant (or specified portion thereof), the Company shall deliver pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the Holder a warrant date of exercise grid 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 form attached as Annex B hereto (over-the-counter market, the "Exercise Grid") with notations as 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 number date of Warrants so exercisedexercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the Warrant Shares so issued and the number current market value of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice a share of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid Common Stock shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transfereean amount, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be not less than the amount stated on book value thereof as of the face hereofend 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) Each Warrant shall entitle the Holder thereof to purchase, for each Warrant evidenced thereby, a number of shares of Common Stock equal to the Warrant Exercise Rate in effect immediately prior to the Close of Business on the relevant Exercise Date, subject to Section 3.06, at an exercise price equal to (for the avoidance of doubt, whether or not such Warrant is exercised during the Bonus Share Period) $33.00 per Warrant, payable only in cash (the “Exercise Price”). Holders may exercise all or a portion of their Warrants or choose not to exercise any Warrants at all, or may otherwise sell or transfer their Warrants, in each case, in their sole and absolute discretion. Any Warrant exercised with an Exercise Date that is not in the Bonus Share Period will not be entitled to any Bonus Share Fraction. (b) The Company will make a public announcement by issuance of a press release of the purchase rights represented by this Bonus Share Expiration Date (and will give notice thereof to the Warrant may be madeAgent) (i) at least 20 Business Days prior to such date, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency case of the Company as it may designate by notice setting a Bonus Share Expiration Date and (ii) prior to market open on the Bonus Share Expiration Date in writing to the registered Holder at the address case of the Holder appearing on the books occurrence of the Bonus Share Price Condition. (c) The number of shares of Common Stock issuable in respect of any exercise of Warrants represented by a Global Warrant shall be determined by the Depositary (or, as may be agreed from time to time between the Calculation Agent and the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified Calculation Agent) in accordance with this Agreement; and provided further, however, that in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of event the Company to pay the transfer agent, the Holder may deduct disagrees in good faith with any such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromcalculation, the Company)’s calculation shall be determinative and final and binding on the Warrant Agent, the Holder Calculation Agent and the Holders. The number of shares of Common Stock issuable in respect of any exercise of Warrants represented through the Company’s direct registration system or the Warrant Agent’s other book-entry procedures shall not be required determined by the Warrant Agent (or, as may be agreed from time to physically surrender time between the Calculation Agent and the Company, the Calculation Agent) in accordance with this Warrant to Agreement; and provided further, however, that in the event the Company until disagrees in good faith with any such calculation, the Holder has purchased all of Company’s calculation shall be determinative and final and binding on the Warrant Shares available hereunder Agent, the Calculation Agent and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented hereby, the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercised, the Warrant Shares so issued and the number of Warrants still outstanding hereunder. The Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In the event of any dispute or discrepancy, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofHolders.

Exercise. (a) Exercise of the purchase rights represented by this Warrant Warrants may be made, in whole or in part, exercised commencing at any time or times on or after the Initial Exercise Date Effective Date, but not after the Expiration Date, upon the terms and on or before the Termination Date by delivery subject to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified conditions set forth herein and in the applicable Notice Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the Exercise Form thereon duly executed by wire transfer the Registered Holder thereof with such Registered Holder's signature guaranteed, together with payment in cash or by bank or cashier's check drawn on a made payable to the order of the Company, of an amount in lawful money, of the United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount America equal to the applicable number of Exercise Price, has been received in good funds by the Warrant Shares purchasedAgent or the Company. The Holder and If received by the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Upon exercise of any of the Warrants represented herebyCompany, the Company shall deliver the original Warrant Certificate and Exercise Form to the Holder Warrant Agent as soon as practicable. 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 warrant Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise grid of Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the form attached as Annex B hereto Company's bank account. (b) If any Warrants are exercised which exercise was solicited by a broker-dealer with whom the Company agreed in writing to pay a solicitation fee for exercise of the Warrant (a "Broker-Dealer"), then the soliciting Broker-Dealer shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised, a fee of not less than six percent (6%) and not greater than ten percent (10%), the exact percentage to be determined by a separate agreement between the Company and the Broker-Dealer, of the aggregate price of the Warrants so exercised (the "Exercise GridFee"); provided, that, at the time of exercise, (i) with notations as the market price of the Company's Common Stock is equal to or greater than the Exercise Price, (ii) the Broker-Dealer is a member of the National Association of Securities Dealers, Inc., (iii) the Warrant is not held in a discretionary account, unless prior specific written approval for exercise has been received by the Broker-Dealer from its customer, (iv) disclosure of the compensation arrangement is made in documents provided to the number holders of Warrants so exercisedthe Warrants, and (v) the solicitation of the Warrant is not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. Within five (5) days after the end of each month, the Warrant Shares so issued and Agent will notify the number Company of each Warrant Certificate which has been properly completed for exercise by holders of Warrants still outstanding hereunderduring the last month. The Warrant Agent will provide the Company with such information, in connection with the exercise of each Warrant, as the Company shall deliver any objection to any Notice of Exercise Form within two Trading Days of delivery of such noticereasonably request. In the event that an Exercise Fee is paid to a Broker-Dealer with respect to a Warrant which was not properly completed for exercise or in respect of which such Broker-Dealer is not entitled to an Exercise Fee, such Broker-Dealer will return such Exercise Fee to the Company. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any dispute Warrant or discrepancyWarrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fractional interest shall be rounded up to the nearest whole figure. (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, and there shall be then effective, a registration statement under the Securities Act of 1933, as amended (the "Act") covering the offer and sale of the shares of Common Stock issuable upon exercise of such Warrant and such offer and sale of the shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Warrant. (e) In addition, if it is required by law and upon instruction by the Company, the Exercise Grid shall be controlling and determinative in the absence of manifest error. The Warrant Agent will deliver to each Registered Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of a prospectus that complies with the provisions of this Section 2(a), following the purchase of a portion 5 of the Securities Act, as amended, and the Company agrees to supply the Warrant Shares hereunder, the Agent with a sufficient number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofprospectuses to effectuate that purpose.

Exercise. (a) Exercise Subject to the provisions of Sections 4 and 7, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be made, exercised in whole or in part, part at any time during the period (the "Exercise Period") commencing on _______________, 2000__ (the "Exercise Date") until ________________, 200___ (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent and the Registered Holders of any such extension of the Exercise Period. A Warrant shall be deemed to have been exercise immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or times on or after the Initial Exercise Date his attorney duly authorized in writing and on or before the Termination Date by delivery shall be delivered, together with payment therefor, to the Company at its corporate offices located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 205, Vancouver, B.C., Canada V5Y 3J6 (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise Form attached as Annex A hereto. Within three Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. If the Holder is required to make any payments to the Company's stock transfer agent in connection with its exercise of this Warrant resulting from any failure or alleged failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company"Corporate Office"), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullcash or by official bank or certified check, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of aggregate Exercise Price, in lawful money. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchases. Upon exercise of any Warrant Shares as of the Warrants represented hereby, close of business on the Company shall deliver to the Holder a warrant exercise grid in the form attached as Annex B hereto (the "Exercise Grid") with notations as to the number of Warrants so exercisedDate. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares so issued and set forth in Section 4 have been satisfied as of the number of Warrants still outstanding hereunderExercise Date. The Company shall deliver not be obligated to issue any objection to any Notice of Exercise Form within two Trading Days of delivery of such notice. In fractional share interests in Warrant Shares issuable or deliverable on the event exercise of any dispute Warrant, or discrepancyscrip or cash therefor, and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the Exercise Grid number of full Shares which shall be controlling and determinative in issuable on exercise thereof shall be computed on the absence of manifest error. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason basis of the provisions aggregate number of this Section 2(a)full Shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to the Expiration Date, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a ertificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant. The Company may deem and treat the Registered Holders of the Warrants as he absolute owners thereof for purchase hereunder at all purposes, and the Company shall not be affected by any given time may be less than notice to the amount stated contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the face hereofCommon Stock unless the Registered Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to any such dividend or other rights.