Common use of Exercise Clause in Contracts

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant Warrant, and shall notify the Company promptly after clearance of checks received in writing payment of the exercise of the Exercise Price pursuant to such Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, unless prior to in the date case of issuance payment made in the form of a check drawn on an account of Commonwealth or such certificates other investment banks and brokerage houses as the Company shall instruct the Warrant Agent to refrain from causing such issuance of approve, certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsshall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5. (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a The Registered Holder may from time to time may, at the Registered Holder's option convert its option, exchange this Warrant, in whole or in partpart (a "Warrant Exchange"), into a the number of shares of Common Stock Warrant Shares determined in accordance with this Section (4)(c), by surrendering the Warrant Certificate at the principal office of the Company determined or at the office of its stock transfer agent, accompanied by a notice stating such Registered Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Registered Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Registered Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the aggregate Fair Value product of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Total Number and the existing Exercise Price of such shares by (B) the Fair Value current market value of one a share of Common Stock. Current market value shall have the meaning set forth Section 10(a) hereof, except that for purposes hereof, the date of exercise, as used in such shareSection 10(a) hereof, shall mean the Exchange Date.

Exercise. (a) Each Warrant Subject to the provisions of Sections 5 and 9 hereof, the Series A Warrants, as they may be adjusted as set forth herein, may be exercised by at a price (the Registered Holder thereof "WARRANT EXERCISE PRICE") of $2.75 per share of Common Stock subject to adjustment, in whole or in part at any time during the period (the "WARRANT EXERCISE PERIOD") commencing on or the date of issuance of the Series A Warrant and terminating on the earlier of (i) the date three years after effectiveness of the Initial Registration Statement, provided, however, that (x) if the Common Stock underlying the Warrants is not subject to an effective registration for an aggregate of 600 days within three years after the Initial Exercise Datefinal closing of the Private Offering, but not after then the remaining exercise period under this clause (i) shall be tolled until the Common Stock underlying the Warrants shall have been subject to an effective registration for an aggregate of 600 days and (y) in no event shall the Series A Warrants terminate under this clause (i) unless a registration statement covering the Warrant Expiration DateShares shall have then been in effect for 45 days prior to such termination, upon and (ii) six years from the terms date of issuance (the "WARRANT EXPIRATION DATE"), 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 subject to the conditions set forth herein and in the applicable Warrant Certificate. necessary. (b) Each Series A 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 to the Company for exercise of the Series A Warrant certificate. The exercise form shall be executed by the Warrant Holder thereof or 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 as the Company may designate, in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Date and Price, in lawful money of the United States of America. (c) Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the securities number of Warrant Shares deliverable upon such on exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant Shares as of the close of business on the Exercise Date. As soon as practicable The Company shall not be obligated to issue any fractional share interest in Warrant Shares issuable or deliverable on the exercise of any Series A Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. (d) Within ten days after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five days after the date of such notice from prior to the Warrant AgentExpiration Date, the Warrant AgentCompany, on behalf of the Companyat its own expense, 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 in the name requested by the Registered Holder for the securities number of Warrant Shares deliverable upon on such exercise (plus a exercise. No adjustment shall be made in respect of cash dividends on Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrants. Upon the Shares delivered on 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 writingSeries A Warrant. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of All shares of Common Stock delivered upon the exercise of the Company determined Series A Warrants shall be validly issued, fully paid and non-assessable. Any Series A Warrants redelivered to the Registered Holder in the event of the exercise of less than all of the Series A Warrants pertaining to a surrendered Series A Warrant certificate, shall be validly issued, fully paid and non-assessable. (e) The Series A Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless such holder or holders shall have exercised the Series A Warrants prior to the record date fixed by dividing (A) the aggregate Fair Value Board of Directors for the determination of holders of Common Stock entitled to such shares dividends or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such sharerights.

Exercise. (a) Each Warrant may be exercised 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 of those 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, Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to . In the date case of issuance payment made in the form of a check drawn on an account of Paramount or such certificates other investment banks and brokerage houses as the Company shall instruct approve in writing to the Warrant Agent Agent, certificates shall immediately be issued without prior notice to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such WarrantsCompany 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. 5, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) In lieu On the Exercise Date in respect of exercising this the exercise of any Warrant, the Warrant as specified in Section 4(a)Agent shall, abovesimultaneously with the distribution of the Warrant Proceeds to the Company, on behalf of the Company, pay from the Warrant Proceeds, a Registered Holder fee of 6% (the "Paramount Fee") of the Purchase Price to Paramount for Warrant exercises solicited by Paramount or its representatives (of which a portion may from time be reallowed by Paramount to time 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 of prime plus three (3)%, payable by the Company to Paramount at the Registered Holder's option convert this Warrant, in whole or in part, into time Paramount receives the Paramount Fee. Within five days after exercise the Warrant Agent shall send Paramount a number of shares of Common Stock copy of the reverse side of each Warrant exercised. Paramount shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). In addition, Paramount and the Company determined by dividing (A) may at any time during business hours, examine the aggregate Fair Value records of such shares or other securities otherwise issuable the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of Paramount. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Paramount Fee, the Warrant minus Agent is hereby expressly authorized to withhold payment to the aggregate Exercise Price Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the unpaid Paramount Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from Paramount that the required Paramount Fee has been received by Paramount. Paramount shall promptly notify the Warrant Agent by facsimile and certified mail in the event of any such shares by (B) dispute and when the Fair Value of one such shareParamount Fee has been paid.

Exercise. (a) Each Warrant Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (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 and 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 those such securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five (5) business days after the date of such notice from the Warrant Agentdate, 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, same a Common Stock certificate or certificates for the securities shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder)exercise, unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent shall deliver the same to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsperson or persons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrants, the Warrant Agent shall promptly remit notify the payment received for Company in writing of such fact and of the Warrant (the "Warrant Proceeds"number of securities delivered upon such exercise and, subject to Section 4(b) hereof, shall cause all payments in cash or by check made payable to the Company or as order of the Company may direct in writing. 5respect of the Purchase Price to be deposited promptly in the Company's bank account or delivered to the Company. (b) In lieu At any time upon the exercise of exercising this any Warrants after one year and one day from the date hereof, the Warrant as specified Agent shall, on a daily basis, within two business days after such exercise, notify the Underwriter, 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 Section 4(ano event later than five business days after the last day of the calendar week in which such funds were tendered), above, a Registered Holder may from time for services rendered by the Underwriter to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock Holders of the Company determined by dividing Warrants then being exercised, remit to the Underwriter an amount equal to five percent (A5%) of the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Purchase Price of such shares Warrants then being exercised unless the Underwriter 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 Exchange Act, or the rules and regulations of the NASD or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Underwriter's Warrants in which event, the Warrant Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fractional interest shall be eliminated by (B) rounding any fraction up to the Fair Value of one such sharenext full share or Warrant, as the case may be, or other securities, properties or rights.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or 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 applicable 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 deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate certificate for any remaining unexercised Warrants of the Registered Holder); provided, unless however, that 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 shall verify clearance of the checks received in payment of the Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a)The Company may at any time during business hours, above, a Registered Holder may from time to time at examine the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock records of the Company determined by dividing (A) Warrant Agent, including its ledger of original Warrant Certificates returned to the aggregate Fair Value of such shares or other securities otherwise issuable Warrant Agent upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareWarrants.

Exercise. (a) Each Warrant Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (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 and 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 those such securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five business days after the date of such notice having received authorization from the Warrant AgentCompany, the Warrant Agent, Agent on behalf of the Company, Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, same a Common Stock certificate or certificates for the securities shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder)exercise, unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent shall deliver the same to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsperson or persons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrant, the Warrant Agent shall promptly remit notify the payment received for Company in writing of such fact and of the Warrant number of securities delivered upon such exercise and, subject to subsection (the "Warrant Proceeds"b) below, shall cause all payments of an amount in cash or by check made payable to the Company or as order of the Company may direct Company, equal to the Purchase Price, to be deposited promptly in writing. 5the Company's bank account. (b) In lieu At any time upon the exercise of exercising this 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 Underwriter, and its and their 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 Underwriter (so long as the Underwriter solicited the exercise of such Warrant as specified in Section 4(aindicated upon the Subscription Form attached to the Warrant Certificate tendered for exercise), above, a Registered Holder may from time an amount equal to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock seven percent (7%) of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Purchase Price of such shares by Warrants being then exercised if written certification is received that (Bi) the Fair Value Warrant is exercised at least 12 months after the date of one such share.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 the Warrants; (iii) the exercise of the Warrants was solicited by a member of the National Association of Securities Dealers, Inc.; (iv) the Warrant is not held in a discretionary account; (v) disclosure of the compensation arrangements is made at the time of the exercise of the Warrant; (vi) the holder of the Warrant has stated in writing that the exercise was solicited and designated in writing the soliciting broker-dealer; and

Exercise. (a) Each This Warrant may be exercised one time, in whole or minimum increments of 10,000 shares, on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price in lawful money of the United States of America in the form of a wire transfer or check, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Registered Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise record of the Warrant as Shares, notwithstanding that the stock transfer books of the close Corporation shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. The Corporation shall pay any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect of business on the Exercise Date. As soon as practicable on issue or after the Exercise Date, delivery of the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5Shares. (b) In lieu of exercising this Warrant as specified in Section 4(aAt any time during the period from issuance to expiration (the "Exercise Period"), abovethe Holder may, a Registered Holder may from time to time at the Registered Holder's option convert its option, exchange this Warrant, in whole or in partminimum increments of 10,000 shares (a "Warrant Exchange"), into a the number of shares of Common Stock Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant at the principal office of the Company, accompanied by a written notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange is received by the Company determined or such later date as may be specified in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within ten (10) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the aggregate Fair Value product of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Total Number and the existing Exercise Price of such shares by (B) the Fair Value current market value of one such sharea share of Common Stock. Current market value shall be the average closing trading price for the 5 trading day period prior to the Exchange Date.

Exercise. (a) Each Warrant may be exercised 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 of those 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, Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate 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 Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of Commonwealth or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. (a) Each Class A Warrant may be exercised 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 of those securities deliverable upon such exercise shall be treated for all purposes as the holder 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 after the Exercise Date, Date the Warrant Agent shall deposit in a non-interest bearing account at Chase Manhattan Bank or such other bank as the Warrant Agent may designate, the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly followingthereafter, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate 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 Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5. (b) In lieu If, subsequent to , 1999 in respect of exercising this __________ 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 specified having solicited such Warrant, (iii) the Warrant was not held in Section 4(a)a discretionary account, above, a Registered Holder may from time to time (iv) disclosure of compensation arrangements was made both at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock time of the Company determined by dividing original offering and at the time of exercise and (Av) the aggregate Fair Value 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 shares or other securities otherwise issuable 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 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 Company may at ▇▇▇ time during business hours, examine the records of the Warrant minus Agent, including its ledger of original Warrant Certificates returned to the aggregate Exercise Price Warrant Agent upon exercise of such shares by (B) Warrants. The provisions of this paragraph may not be modified, amended or deleted without the Fair Value prior written consent of one such sharePatterson.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing writing, by mail or by telecopy of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate certificate for any remaining unexercised Warrants of the Registered Holder)) unless within 24 hours of the receipt of the notice, unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent by telecopy to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. (a) Each Warrant The Executive may be exercised by exercise the Registered Holder thereof at any time on vested portion of this Option, in full or after in part, before the Initial Exercise Date, but not after the Warrant Expiration Date, upon provided that if the terms Executive's employment or service with the Company or a Parent or Subsidiary is terminated: (i) by the Company, a Parent or a Subsidiary for any reason other than death, Disability, or for Cause or by the Executive for Good Reason, the Option shall be exercisable for a period beginning on the termination date and subject ending on the earlier to occur of (A) twenty-four months after the effective date of a termination of Executive's employment or service with the Company or a Parent or a Subsidiary or (B) the Expiration Date; (ii) as a result of the Executive's death or Disability, the Option shall be exercisable, by the Executive or the person or persons to whom the Executive's rights under the Option pass by will or applicable law, or if no such person has such right, the Executive's executors or administrators, for a period beginning on the termination date and ending on the earlier to occur of (A) twenty-four months after the effective date of his termination of employment or service with the Company or a Parent or Subsidiary or (B) the Expiration Date; or (iii) as a result of Executive's voluntary resignation (other than for Good Reason) or as a result of termination by the Company for Cause, the Option shall be exercisable for a period beginning on the termination date and ending on the earlier to occur of (A) twelve months after the effective date of a termination of Executive's employment or service with the Company or a Parent or Subsidiary or (B) the Expiration Date. (b) If the Executive wants to exercise the Option, the Executive shall give written notice, in such form as the Company may from time to time require, 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 Company at its principal office by personal delivery, by registered or certified mail, or by such exercise shall be treated for all purposes other method as the holder Company may permit. At minimum, the written notice shall identify the Option being exercised, shall state the number of those securities deliverable upon such exercise shares of Common Stock with respect to which the Option is being exercised, and shall be treated include payment for all purposes as the holder shares of those securities upon Common Stock with respect to which the Option is being exercised. The payment for shares of Common Stock acquired pursuant to the exercise of the Warrant as Option shall be made at the principal office of the close of business on the Exercise Date. As soon Company, as practicable on or after the Exercise Datedescribed in Section 7, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of below. (c) Upon the exercise of the Warrants. Promptly following, Option and in any event within five days after upon the date receipt by the Company of such notice from the Warrant Agentpayment for the shares of Common Stock pursuant to the exercise of the Option, the Warrant Agent, on behalf of the Company, Company shall deliver or cause to be issued and delivered by the Transfer Agentdelivered, within a reasonable time, to the person or persons entitled to receive Executive exercising the same, Option a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock with respect to which the Option is exercised. The shares of Common Stock shall be registered in the name of the Company determined by dividing (A) exercising Executive or in such name jointly with the aggregate Fair Value Executive as the Executive may direct in the written notice of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareexercise.

Exercise. (a) Each Warrant Warrants in denominations of two or whole number multiples thereof may be exercised by the Registered Holder thereof at any time on or after commencing with the Initial Warrant Exercise Date, but not after 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. A Warrant Warrants shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and Date, provided that the Warrant Certificate representing such Warrants, 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 those such securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five business days after the date of such notice from the Warrant Agentdate, the Warrant Agent, Agent on behalf of the Company, Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, same a Common Stock certificate or certificates for the securities shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder)exercise, unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent shall deliver the same to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsperson or persons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrants, the Warrant Agent shall promptly remit notify the payment received for Company in writing of such fact and of the Warrant number of securities delivered upon such exercise and, subject to subsection (the "Warrant Proceeds"b) below, shall cause all payments of an amount in cash or by check made payable to the Company or as order of the Company may direct Company, equal to the Purchase Price, to be deposited promptly in writing. 5the Company's bank account. (b) In lieu At any time upon the exercise of exercising this any Warrants after one (1) year and one day from the date hereof, the Warrant as specified 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 Section 4(ano event later than five business days after the last day of the calendar week in which such funds were tendered), aboveremit 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 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 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 Date is lower than the Purchase Price, or (4) the Warrants are held in a Registered Holder discretionary account, or (5) the Warrants are exercised in an unsolicited transaction, in any of which events the Warrant Agent shall pay such amount to the Company; provided that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregate $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. (c) The Company shall not be required to issue fractional shares upon the exercise of Warrants. Warrants may from time only be exercised in such multiples as are required to time permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder's option convert this Warrant, in the number of whole or in part, into a shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to 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 date of exercise of the Warrants on whichever of such exchanges or Nasdaq/NM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on either the NYSE or the AMEX and is not traded on Nasdaq/NM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the average of the last reported closing bid and asked prices (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock is not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX, and is not traded on Nasdaq/NM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (5) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such sharein accordance with generally accepted accounting principles, consistently applied.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of Royce or CBDC or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) If, at the Exercise Date in respect of the exercise of any Warrant after December 5, 1997, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a fee of five percent (5%) (the "Solicitation Fee") of the Purchase Price to Royce, as Representative of the Underwriters; provided that either Royce or CBDC shall have solicited the exercise of the applicable warrant as evidenced in writing in the Warrant Certificate Subscription Form. Upon receipt of the solicitation fee from the Warrant Agent, Royce shall in turn, if and as applicable, forward all (in the event that CBDC solicited the exercise of the applicable warrant as evidenced in writing in the Warrant Certificate Subscription Form) or, if unclear whether CBDC solicited the exercise of the applicable warrant, a portion of the Solicitation Fee to CBDC, to the extent that Royce, in its sole discretion shall determine (of which a portion may be reallowed to the dealer who solicited the exercise, which may also be an Underwriter). In lieu the event the Solicitation Fee is not received within five days of exercising this the date on which the Company receives Warrant as specified in Section 4(aProceeds, then the Solicitation Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), above, a Registered Holder may from time payable by the Company to time the Underwriters at the Registered Holder's option convert this Warrant, in whole or in part, into time the Underwriters receives the Solicitation Fee. Within five days after exercise the Warrant Agent shall send to the Underwriters a number of shares of Common Stock copy of the reverse side of each Warrant exercised. The Underwriters shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, the Underwriters and the Company determined by dividing (A) may at any time during business hours, examine the aggregate Fair Value records of such shares or other securities otherwise issuable the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of the Underwriters. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Solicitation Fee, the Warrant minus Agent is hereby expressly authorized to withhold payment to the aggregate Exercise Price Company of such shares the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Solicitation Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from Royce that the required Solicitation Fee has been received by (B) the Fair Value of one such shareRoyce.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Dateissuance of such Warrant, 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 deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the WarrantsWarrants and forward the proceeds thereof. Promptly following, and in any event within five (5) days after the date of such notice receiving authorization from the Warrant AgentCompany, 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). Notwithstanding the foregoing, unless prior to in the date case of issuance payment made in the form of a check drawn on an account of such certificates investment banks and brokerage houses as the Company shall instruct approve in writing to the Warrant Agent Agent, certificates shall immediately be issued without prior notice to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such WarrantsCompany 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. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. (a) Each Warrant The Class A Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Class A Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and in the applicable Warrant Certificate9 hereof). A Class A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and Date, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Company of an amount in lawful money of the United States of America equal to the applicable Purchase Price, have 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 those such 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 practicable, on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person person, or persons entitled to receive the same, a certificate Common Stock certificate, or certificates certificates, for the securities shares of Common Stock deliverable upon such exercise (plus a exercise, The Warrant Certificate for any remaining unexercised Warrants of Agent shall deliver the Registered Holder), unless prior same to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsperson, or persons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedClass A Warrants, the Warrant Agent shall promptly remit notify the payment received for Company in writing of such fact and of the Warrant (the "Warrant Proceeds"number of securities delivered upon such exercise, and subject to Section 4(b) hereof, shall cause all payments in cash, or by check made payable to the Company order of the Company, in respect of the Purchase Price to be deposited promptly in the Company's bank account, or as delivered to the Company may direct in writing. 5Company. (b) In The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any Class A Warrant, or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time fractional interests. Any fraction equal to time at or greater than one-half (1/2) shall be rounded up to the Registered Holder's option convert this next full share or Class A Warrant, in whole or in part, into a number of shares of Common Stock of as the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such sharecase may be.

Exercise. (a) Each Class C Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Class C Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Class C Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, Date the Warrant Agent shall deposit the proceeds received from the exercise of a Class C Warrant and shall notify the Company in writing of the exercise of the Class C Warrants. Promptly following, and in any event within five days after 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 exercise, (plus a Warrant Certificate certificate for any remaining unexercised Class C Warrants of the Registered Holder), unless prior to . In the date case of issuance payment made in the form of a check drawn on an account of Paramount or such certificates other investment banks and brokerage houses as the Company shall instruct approve in writing to the Warrant Agent Agent, certificates shall immediately be issued without prior notice to refrain from causing the Company nor any delay, provided prompt notice shall be given to the Company following such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsexercise. Upon the exercise of any Class C Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Class C Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5, subject to the provisions of Subsections 4(b) and 4(c). (b) In lieu On the Exercise Date in respect of exercising this the exercise of any Class C Warrant, the Warrant as specified in Section 4(a)Agent shall, abovesimultaneously with the distribution of the Warrant Proceeds to the Company, on behalf of the Company, pay from the Warrant Proceeds, a Registered Holder fee of five percent (5%) (the "Paramount Fee") of the Purchase Price to Paramount for Class C Warrant exercises solicited by Paramount or its representatives (of which a portion may from time be reallowed by Paramount to time the dealer who solicited the exercise, which may also be Paramount). In the event the Paramount Fee is not received within seven (7) days of the date on which the Company receives Warrant Proceeds, then the Paramount Fee shall begin accruing interest at an annual rate three hundred (300) basis points above prime payable by the Company to Paramount at the Registered Holder's option convert this Warrant, in whole or in part, into time Paramount receives the Paramount Fee. Within five (5) days after exercise the Warrant Agent shall send Paramount a number of shares of Common Stock copy of the reverse side of each Class C Warrant exercised. In addition, Paramount and the Company determined by dividing (A) may at any time during business hours, examine the aggregate Fair Value records of such shares or other securities otherwise issuable the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Class C Warrants. Paramount is intended by the parties hereto to be, and is, a third-party beneficiary of this Agreement. The provisions of this paragraph may not be modified, amended or 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 to the amount or payment of the Paramount Fee, the Warrant minus Agent is hereby expressly authorized to withhold payment to the aggregate Exercise Price Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the unpaid Paramount Fee claimed by Paramount, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from Paramount that the required Paramount Fee has been received by Paramount. Paramount shall promptly notify the Warrant Agent by facsimile and certified mail in the event of any such shares by (B) dispute or when the Fair Value of one such shareParamount Fee has been paid.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant Warrant, and shall notify the Company promptly after clearance of checks received in writing payment of the exercise of the Purchase Price pursuant to such Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, unless prior to in the date case of issuance payment made in the form of a check drawn on an account of ▇▇▇▇▇ or such certificates other investment banks and brokerage houses as the Company shall instruct the Warrant Agent to refrain from causing such issuance of approve, certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsshall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5. (b) In lieu If on the Exercise Date in respect of exercising this the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant as specified in Section 4(awas solicited by a member of the National Association of Securities Dealers, Inc. ("NASD"), above(iii) the Warrant was not held in a discretionary account, a Registered Holder may from time to time (iv) disclosure of compensation arrangements was made both at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock time of the Company determined by dividing original offering and at the time of exercise; and (Av) the aggregate Fair Value 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 shares or other securities otherwise issuable time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the receipt of the proceeds upon exercise of the Warrant(s) so exercised shall pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price to ▇▇▇▇▇ (of which a portion may be reallowed to the dealer who solicited the exercise). Within five days after exercise the Warrant Agent shall send ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, ▇▇▇▇▇ may at any time during business hours, examine the records of the Warrant minus Agent, including its ledger of original Warrant Certificates returned to the aggregate Exercise Price Warrant Agent upon exercise of such shares by (B) Warrants. The provisions of this paragraph may not be modified, amended or deleted without the Fair Value prior written consent of one such share▇▇▇▇▇. Market price shall be determined in accordance with the provisions of Section 10.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject Subject to the conditions set forth herein provisions of the Global Warrant and in accordance with the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close procedures 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 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 DTC, a Holder (or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise a Participant or a designee of a Warrant and shall notify the Company in writing Participant acting on behalf of the a Holder) may exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from Warrants by delivering to the Warrant Agent, (i) not later than 5:00 P.M., Eastern Time, on any Business Day during the Exercise Period a notice of exercise of the Warrants to be exercised (A) in the form attached as Annex A 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 Agent, on behalf Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Company, shall cause Warrants 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 an account of the Registered Holder), unless prior to the date of issuance of Warrant Agent at DTC designated for such certificates the Company shall instruct purpose in writing by the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may DTC from time to time at time, and (iii) within the Registered Holder's option convert this Warrant, in whole or in part, into a number earlier of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by two (2) Trading Days and (B) the Fair Value number of one Trading Days comprising the Standard Settlement Period (as defined in the Global Warrant) following the date of exercise as aforesaid, the Exercise Price for each Warrant to be exercised (and, if applicable, any taxes or charges due in connection with the exercise of such shareWarrants), in lawful money of the United States of America by (A) certified or official bank check or wire transfer from a United States bank payable to the Warrant Agent or (B) payment to the Warrant Agent through the DTC system, unless cashless exercise is applicable. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Global Warrant to the Warrant Agent until the Holder has purchased all of the Warrant Shares available hereunder and the Global Warrant has been exercised in full, in which case, the Holder shall surrender the Global Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Election to Purchase is delivered to the Company.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Exercise Date, but not after the applicable 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 applicable 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 deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 Warrantssuch exercise. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate 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 Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of such investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or 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. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Dateissuance thereof, 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 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 WarrantsWarrant. 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 exercise, (plus a Warrant Certificate 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 Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of the Underwriter or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, by the Underwriter 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. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. (a) Each Class D Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A 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 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 after the Exercise Date, 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 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 certificate for any remaining unexercised Class D Warrants of the Registered Holder), unless prior to . In the date case of issuance payment made in the form of a check drawn on an account of Paramount or such certificates other investment banks and brokerage houses as the Company shall instruct approve in writing to the Warrant Agent Agent, certificates shall immediately be issued without prior notice to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such WarrantsCompany nor any delay. Upon the exercise of any Class D Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Class D Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5, subject to the provisions of Subsections 4(b) and 4(c). (b) In lieu On the Exercise Date in respect of exercising this the exercise of any Class D Warrant, the Warrant as specified in Section 4(a)Agent shall, abovesimultaneously with the distribution of the Warrant Proceeds to the Company, on behalf of the Company, pay from the Warrant Proceeds, a Registered Holder 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 portion may from time be reallowed by Paramount to time 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 Registered Holder's option convert this Warrant, in whole or in part, into time Paramount receives the Paramount Fee. Within five days after exercise the Warrant Agent shall send Paramount a number of shares of Common Stock copy of the reverse side of each Class D Warrant exercised. In addition, Paramount and the Company determined by dividing (A) may at any time during business hours, examine the aggregate Fair Value records of such shares or other securities otherwise issuable 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 to the amount or payment of the Paramount Fee, the Warrant minus Agent is hereby expressly authorized to withhold payment to the aggregate Exercise Price Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the unpaid Paramount Fee claimed by Paramount, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from Paramount that the required Paramount Fee has been received by Paramount. Paramount shall promptly notify the Warrant Agent by facsimile and certified mail in the event of any such shares by (B) dispute or when the Fair Value of one such shareParamount Fee has been paid.

Exercise. (a) Each Warrant Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by their holders or redeemed by the Company as follows: Exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at its business office, together with payment to the Warrant Agent of the Exercise Price (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, or by certified or bank cashier's check, payable in lawful money of the United States of America to the order of the Warrant Agent, who shall in turn make prompt payment to the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and upon exercise thereof, the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant issued thereby as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by 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, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five business days after such date, if one or more Warrants have been exercised in the date of such notice from the Warrant Agentmanner described in this subsection (a), the Warrant Agent, Agent on behalf of the Company, Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, same a Common Stock certificate or certificates for the securities 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 (plus a of any one or more Warrants, the Warrant Certificate for any remaining unexercised Warrants Agent shall promptly notify the Company in writing of such fact and of the Registered Holder)number of securities delivered upon such exercise and, unless prior subject to subsection (b) below, shall cause payment in cash or by check made payable to the date order of issuance the Company, equal to the Exercise Price of such certificates Warrants, to be deposited promptly in the Company's bank account or paid directly to the Company, as specified by the Company. (a) The Company shall engage the Representatives as Warrant solicitation agents, and, at any time upon the valid exercise of any Warrants after one year from the date hereof, excluding any Warrant (i) exercise at a time when the Exercise Price exceeds the Market Price, (ii) held in a discretionary account or (iii) exercised in an unsolicited transaction, the Company shall instruct the Warrant Agent to, and the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representatives of the exercise of any such Warrants and shall, on a weekly basis (subject to refrain from causing 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 issuance of certificates pending clearance of checks received in payment funds were tendered), remit to the Representatives an amount equal to five percent (5%) of the Exercise Price of such Warrants then being exercised unless the Representatives shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the Nasdaq or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Representatives' Warrants in which event, the Warrant Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. Notwithstanding the foregoing, the Representatives shall be entitled to receive the commission contemplated by this Section 4(b) as Warrant solicitation agent only if: (i) the Representatives have provided actual services in connection with the solicitation of the exercise of a Warrant 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 the Representatives. (a) The Company shall not be required to issue fractional shares on the exercise of Warrants. Upon Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant and clearance of the funds received(or specified portion thereof), the Warrant Agent Company shall promptly remit pay an amount in cash equal to such fraction multiplied by the payment received for the Warrant (the "Warrant Proceeds") to the Company or then current Market Price of a share of Common Stock, determined as the Company may direct in writing. 5follows: (b1) In lieu 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 exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares 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 or Nasdaq which had the highest average daily trading volume for the Common Stock on such day; or (1) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (1) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by dividing (A) the aggregate Fair Value members of such shares or other securities otherwise issuable upon exercise the Board of this Warrant minus Directors of the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareCompany exercising good faith and using customary valuation methods.

Exercise. (a) Each Warrant Warrants in denominations of one or whole number multiples thereof may be he exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 4(b) and 5 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 and Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those such securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five business days after the date of such notice having received authorization from the Warrant AgentCompany, the Warrant Agent, Agent on behalf of the Company, Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, same a Common Stock certificate or certificates for the securities shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder)exercise, unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent shall deliver the same to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsperson or persons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrant, the Warrant Agent shall promptly remit notify the payment received for Company in writing of such fact and of the Warrant (the "Warrant Proceeds") number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the Company or as order of the Company may direct Company, equal to the Purchase Price, to be deposited promptly in writing. 5the Company's bank account. (b) In addition to the method of payment set forth in Section 4(a) and in lieu of exercising any cash payment required thereunder, the Registered Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering shares of Common Stock or this Warrant as in the manner and at the place specified in Section 4(a), above, a Registered Holder may from time ) as payment of the aggregate Purchase Price per share for the Warrants to time at the Registered Holder's option convert this Warrant, in whole or in part, into a be exercised. The number of Warrants or shares of Common Stock to be surrendered in payment of the Company aggregate Purchase Price for the Warrants to be exercised shall be determined by multiplying the number of Warrants to be exercised by the Purchase Price per share, and then dividing the product thereof by an amount equal to the Fair Market Value per share of Common Stock on the date that all documents and instruments required to be delivered or surrendered to the Company for exercise of the Warrant have been so delivered or surrendered. (Ac) The Company shall not be required to issue fractional shares upon the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current Fair Market Value of such shares or other securities otherwise issuable upon exercise a share of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareCommon Stock.

Exercise. (a) Each Warrant may be exercised 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. 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 deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five (5) business days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be 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 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 Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant Option Shares shall be deemed to “Nonvested Shares” unless and until they have been exercised immediately prior to 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 Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder tenth (10) anniversary of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from this Agreement (the Warrant Agent“Expiration Date”). Subject to other terms and conditions set forth herein, the Warrant AgentOption may be exercised in cumulative installments in accordance with the vesting schedule set forth in the Notice of Grant, on behalf provided that you remain in the employ of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise 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 (the "Warrant Proceeds") service provider to the Company or as its Subsidiaries until the Company may direct in writing. 5applicable dates set forth therein. (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time Subject to time at the Registered Holder's option convert this Warrantrelevant provisions and limitations contained herein, in whole 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 partwriting addressed to the Secretary of the Company at its principal place of business. Exercise of the Option shall be made by delivery to the Company by you (or other 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, into subject to the approval of the Company in the Company’s sole and absolute discretion, (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 number of shares of Common Stock having a Fair Market Value as of the date of exercise equal to the Option Price, (iii) by the delivery of a promissory note, or (iv) by net issue exercise, pursuant to which the Company determined will issue to you a number of shares of Stock as to which the Option is exercised, less a number of shares with a Fair Market Value as of the date of exercise equal to the Option Price. (e) If you are on leave of 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 terms and provisions of the employment agreement, if any, between you and the Company or any Subsidiary (the “Employment Agreement”) that relate to or affect the Option are incorporated herein by dividing (A) reference. Notwithstanding the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise foregoing provisions of this Warrant minus Section 2 or Section 3, in the aggregate Exercise Price event of such shares by (B) any conflict or inconsistency between the Fair Value terms and conditions of one such sharethis Section 2 or Section 3 and the terms and conditions of the Employment Agreement, the terms and conditions of the Employment Agreement shall be controlling.

Exercise. (a1) Each Warrant may Warrants in denominations of one or whole number multiples thereof may, subject to the limitations set forth in Section 1(e), be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Section 5 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 and Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Company. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those such 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. If more than one Warrant Certificate shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five with ten business days after the date of such notice from the Warrant Agentdate, the Warrant Agent, on behalf of the Company, Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, same a Common Stock certificate or certificates for the securities shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder)exercise, unless prior to the date of issuance of such certificates and the Company shall instruct deliver the same to the person or persons entitled thereto. (b) The Company shall be not obligated to issue any fractional share interests or fractional Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrants. Upon interests upon the exercise of any Warrant and clearance or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of the funds received, the Warrant Agent fractional interests. Any fraction equal to or greater than one-half shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") be rounded up to the Company next full share or Warrant, as the Company case may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a)be, above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareany fraction less than one-half shall be eliminated.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), ) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Purchase Price pursuant to such Warrants. Upon Notwithstanding the foregoing, in the case of payment made in the form of a check (b) If, at the Exercise Date in respect of the exercise of any Warrant and clearance after ______, 199_, (i) the market price of the funds receivedCompany's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a fee of 5% (the "Blai▇ ▇▇▇") of the Purchase Price to Blai▇, ▇▇less Blai▇ ▇▇▇uses or is unable to solicit such exercise (of which a portion may be reallowed by Blai▇ ▇▇ the dealer who solicited the exercise, which may also be Blai▇ ▇▇ D.H. ▇▇▇▇▇ & ▇o., Inc., unless Blai▇ ▇▇▇uses or is unable to solicit such exercise). In the event the Blai▇ ▇▇▇ is not received within five days of the date on which the Company receives Warrant Proceeds, unless such failure to make payment occurs as a result of actions by a person other than the Company and the Company has used its best efforts to cause the Blai▇ ▇▇▇ to be paid, then the Blai▇ ▇▇▇ shall begin accruing interest at an annual rate of prime plus four percent (4%), payable by the Company to Blai▇ ▇▇ the time Blai▇ ▇▇▇eives the Blai▇ ▇▇▇. Within five days after exercise the Warrant Agent shall send to Blai▇ ▇ ▇opy of the reverse side of each Warrant exercised. Blai▇ ▇▇▇ll reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of Blai▇, ▇▇cluding legal fees, in connection with the solicitation, redemption or exchange of the Warrants, unless Blai▇ ▇▇▇uses or is unable to solicit such exercise. In addition, Blai▇ ▇▇▇ the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of Blai▇. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Blai▇ ▇▇▇, the Warrant Agent shall promptly remit the is hereby expressly authorized to withhold payment received for the Warrant (the "Warrant Proceeds") to the Company or as of the Warrant Proceeds unless and until the Company may direct in writing. 5 (b) In lieu establishes an escrow account for the purpose of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at depositing the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock entire amount of the Company determined by dividing (A) Blai▇ ▇▇▇, which amount will be deducted from the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this net Warrant minus Proceeds to be paid to the aggregate Exercise Price of such shares by (B) Company. The funds placed in the Fair Value of one such share.escrow account may not be released to the

Exercise. (a) Each Subject to the provisions of Sections 4, 7 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised by at the Registered Holder price per share set forth on the face thereof at any time (the "Exercise Price") in whole or in part, commencing on or after the date of issuance (the "Initial Exercise Date") and terminating on the date three years later, but not after unless extended by the Warrant Expiration Date, upon Company's Board of Directors (the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate"Exercise Period"). A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date 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 place as designated by the Company, in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the securities number of Warrant Shares deliverable upon on such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant Shares as of the close of business on the Exercise date. 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. As soon If any one of the conditions precedent set forth in Section 4 are not satisfied as practicable on or after of the Exercise Date, the Warrant Agent shall deposit request written instructions from the proceeds received from Company as to whether to return the Warrant and pertinent 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 share interests in Warrant Shares issuable or deliverable on the exercise of a any Warrant or scrip or cash therefor and such fractional shares shall notify be of no value whatsoever. If more than one Warrant shall be exercised at one time by the Company in writing same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the exercise aggregate number of full shares issuable on such exercise. Within thirty days after the Warrants. Promptly following, Exercise Date and in any event within five days after prior to the date of such notice from the Warrant Agentpertinent Expiration Date, the Warrant Agent, on behalf of the Company, Agent 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 number of Warrant Shares deliverable upon on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise (plus a of any Warrant. The Warrant Certificate for Agent shall promptly notify the Company in writing of any remaining unexercised Warrants exercise and of the Registered Holder), unless prior number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the date of issuance of such certificates pertinent Exercise Price to be promptly made to the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment order of the Exercise Price pursuant to such WarrantsCompany. Upon the exercise of any Warrant and clearance of the funds receivedWarrant, the Warrant Agent shall promptly remit deposit the payment received for 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 "Warrant Proceeds") escrow account will be disbursed on a weekly basis to the Company or 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 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 time as the absolute owner thereof for all purposes, and the Company may direct in writingshall not be affected by any notice to the contrary. 5 (b) In lieu The Warrants shall not entitle the holder thereof to any of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time the rights of shareholders or to time at any dividend declared on the Registered Holder's option convert this Warrant, in whole or in part, into a number of Common Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock prior to the record date fixed by the Board of Directors of the Company determined by dividing (A) for the aggregate Fair Value determination of holders of Common Stock entitled to such shares dividend or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareright.

Exercise. (a) Each Warrant Exercising Rights Holders may acquire shares of Common Stock on Primary Subscription (and Record Date Shareholders, in addition, pursuant to the Over-Subscription Privilege) by delivery to the Agent as specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Exercising Rights Holder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the Estimated Subscription Price, as disclosed in the Prospectus, for each share of Common Stock subscribed for by exercise of such Rights, in U.S. dollars by money order or check drawn on a bank in the United States, in each case payable to the order of the Company or the Agent. (b) Rights may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern time on such certificates date as the Company shall instruct designate to the Warrant Agent to refrain from causing such issuance in writing (the "Expiration Date"). For the purpose of certificates pending clearance determining the time of checks received in payment of the Exercise Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the offices of the funds received, Agent specified in the Warrant Agent shall promptly remit Prospectus. (c) Notwithstanding the payment received for the Warrant provisions of Section 4 (the "Warrant Proceeds"a) to the Company or as the Company may direct in writing. 5 and 4 (b) In lieu regarding delivery of exercising this Warrant as specified in Section 4(a)an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York time on the Expiration Date, aboveif prior to such time the Agent receives a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank, a Registered Holder may from time to time at trust company or a New York Stock Exchange member guaranteeing delivery of (i) payment of the Registered Holder's option convert this Warrant, in whole or in part, into a number of full Subscription Price for the shares of Common Stock subscribed for on Primary Subscription and any additional shares of Common Stock subscribed for pursuant to the Over-Subscription Privilege, and (ii) a properly completed and executed Subscription Certificate, then such exercise of Primary Subscription Rights and Over-Subscription Rights shall be regarded as timely, subject, however, to receipt of the Company determined duly executed Subscription Certificate and full payment for the Common Stock by dividing the Agent within three Business Days (Aas defined below) after the aggregate Fair Value Expiration Date (the "Protect Period") and full payment for the Common Stock within ten Business Days after the Confirmation Date (as defined in Section 4(d)). For the purposes of such shares the Prospectus and this Agreement, "Business Day" shall mean any day on which trading is conducted on the American Stock Exchange and which is not a Saturday, Sunday or other securities otherwise issuable upon exercise of this Warrant minus holiday, as defined in the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareProspectus.

Exercise. (a) Each Subject to the provisions of Sections 4 and 7, the Warrants, when evidenced by a Warrant Certificate, may be exercised by the Registered Holder thereof in whole or in part at any time during the period (the "Exercise Period") commencing on or after _______________, 201__ (the Initial "Exercise Date") until ________________, but not after 201___ (the "Warrant Expiration Date", upon unless extended by a majority vote of the terms Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent and subject to the conditions set forth herein and in Registered Holders of any such extension of the applicable Warrant CertificateExercise Period. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date 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 shall be delivered, together with payment therefore, to the Company at its corporate offices located at ▇▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ (the "Corporate Office"), in cash or by official bank or certified check, in an amount equal to the aggregate Exercise Price, in lawful money. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the securities number of Warrant Shares deliverable upon on such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant Shares as of the close of business on the Exercise Date. As soon 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 practicable of 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 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, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities number of Warrant Shares deliverable upon on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise (plus a Warrant Certificate for of any remaining unexercised Warrants Warrant. The Company may deem and treat the Registered Holders of the Warrants as the absolute owners thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the Common Stock unless the Registered Holder), unless Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of issuance Directors of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu determination of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares holders of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of entitled to any such shares dividend or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such sharerights.

Exercise. (a) Each Class A Warrant may be exercised 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 of those securities deliverable upon such exercise shall be treated for all purposes as the holder 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 after the Exercise Date, Date the Warrant Agent shall deposit in a non-interest bearing account at Chase Manhattan Bank or such other bank as the Warrant Agent may designate, the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly followingthereafter, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate 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 Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5. (b) In lieu If, subsequent to June 28, 1999 in respect of exercising this 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 specified having solicited such Warrant, (iii) the Warrant was not held in Section 4(a)a discretionary account, above, a Registered Holder may from time to time (iv) disclosure of compensation arrangements was made both at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock time of the Company determined by dividing original offering and at the time of exercise and (Av) the aggregate Fair Value 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 shares or other securities otherwise issuable 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 ▇▇▇▇▇▇▇▇▇, or to the NASD member soliciting such Warrant(s) if not ▇▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇▇▇). Within five days after exercise, the Warrant Agent shall send ▇▇▇▇▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section. In addition, ▇▇▇▇▇▇▇▇▇ and the Company may at any time during business hours, examine the records of the Warrant minus Agent, including its ledger of original Warrant Certificates returned to the aggregate Exercise Price Warrant Agent upon exercise of such shares by (B) Warrants. The provisions of this paragraph may not be modified, amended or deleted without the Fair Value prior written consent of one such share▇▇▇▇▇▇▇▇▇.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after prior to 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 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, Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate 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 Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. If at the time of exercise of any Warrant (i) the market price of the Common Stock is greater than the then exercise price of the Warrant, (ii) the exercise of the Warrant is solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and the soliciting member is designated in writing by the holder of the Warrants as the NASD member soliciting the exercise, (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the exercise of the Warrant is not in violation of Rule 101 of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then such member shall be entitled to receive from the Company following exercise of each of the Warrants so exercised a fee of five percent (5%) of the aggregate exercise price of the Warrants so exercised (the "Solicitation Fee"). The procedures for payment of the Exercise Fee are as follows: (bi) In lieu The Company hereby authorizes and instructs the Warrant Agent to deliver to any member of exercising this Warrant as specified in Section 4(a)the NASD, abovethe Solicitation Fee, a Registered Holder may from time to time at the Registered Holder's option convert this Warrantif payable, in whole respect of each exercise of Warrants, promptly after receipt by the Warrant Agent from the Company of a check payable to the order of such member in the amount of such Solicitation Fee. In the event that a Solicitation Fee is paid to a member with respect to a Warrant which the Company or the Warrant Agent determines is not properly completed for exercise or in partrespect of which the member is not entitled to a Solicitation Fee, into a number of shares of Common Stock the member will return such Solicitation Fee to the Warrant Agent which shall forthwith return such fee to the Company. The Company may at any time during business hours examine the records of the Company determined by dividing (A) Warrant Agent, including its ledger of original Warrant certificates returned to the aggregate Fair Value of such shares or other securities otherwise issuable Warrant Agent upon exercise of Warrants. Notwithstanding any provision to the contrary, the provisions of this Warrant minus paragraph may not be modified, amended or deleted without the aggregate Exercise Price prior written consent of such shares by (B) the Fair Value of one such shareCompany.

Exercise. (a) Each Subject to the terms hereof, the Warrants, evidenced by this Warrant Certificate, may be exercised by at the Registered Holder thereof Exercise Price in whole or in part at any time during the period (the “Exercise Period”) commencing on or after [•] 2007 and terminating at the Initial Exercise Date, but not after close of business on 31 August 2009 (the Warrant “Expiration Date, upon ”). The Exercise Period may also be extended by the terms and subject to the conditions set forth herein and in the applicable Warrant CertificateCompany’s Board of Directors. A Warrant shall be deemed to have been exercised in immediately prior to the close of business on the date (the “Exercise Date Date”) of the surrender to the Company at its principal offices of this Warrant Certificate with the exercise form attached hereto executed by the Registered Holder and accompanied by payment to the Company, in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. The person entitled to receive the securities deliverable Shares issuable upon such exercise of a Warrant or Warrants (“Warrant Shares”) shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant Shares as of the close of business on the Exercise Date. As soon as practicable 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 script or cash with respect thereto, but, if Company elects not to issue a fractional share, the Company will pay a cash adjustment in respect of any fraction of a Warrant Share which would otherwise be issuable in an amount equal to the same fraction of the amount by which the market price of a Share on the date of exercise exceeds the Exercise Price, such market price to be determined in good faith by the Board of Directors of the Company. 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 Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities number of Warrant Shares deliverable upon on such exercise (plus a Warrant Certificate for any remaining unexercised Warrants exercise. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the Registered Holder), 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 and thereby purchased the Warrant Shares prior to the record date for the determination of issuance holders of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant Shares entitled 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares dividend or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareright.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Dateissuance thereof, 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 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 WarrantsWarrant. 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 exercise, (plus a Warrant Certificate 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 Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of the Representatives or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, by the Representatives 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. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. (a) Each Warrant may be exercised 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 of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five (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), ) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of ▇▇▇▇▇▇ Capital, Inc. or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5. (b) In lieu If, on the Exercise Date in respect of exercising this the exercise of any Warrant as specified in Section 4(aat any time on or after the first anniversary of the date hereof (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD"), above(iii) the Warrant was not held in a discretionary account, a Registered Holder may from time to time (iv) disclosure of compensation arrangements was made both at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock time of the Company determined by dividing original offering and at the time of exercise; and (Av) the aggregate Fair Value solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule as may be in effect as of such shares or other securities otherwise issuable time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised shall, on behalf of the Company, pay from the proceeds received upon exercise of the Warrant(s), a fee of five percent (5%) of the Purchase Price to the Underwriter (of which a percentage may be reallowed to the dealer who solicited the exercise, which dealer may also be ▇▇▇▇▇▇ Capital, Inc.). Within five days after the 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 Section 4(b). In addition, the Underwriter and the Company may at any time during business hours, examine the records of the Warrant minus Agent, including its ledger of original Warrant certificates returned to the aggregate Exercise Price Warrant Agent upon exercise of such shares by (B) Warrants. The provisions of this paragraph may not be modified, amended or deleted without the Fair Value prior written consent of one such sharethe Underwriter and the Company.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in 5 any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), ) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of Blai▇ ▇▇ such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or 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. 5, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) If, at the Exercise Date in respect of the exercise of any Warrant after , ------ 1998, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a fee of 5% (the "Blai▇ ▇▇▇") of the Purchase Price to Blai▇ (▇▇ which a portion may be reallowed by Blai▇ ▇▇ the dealer who solicited the exercise, which may also be Blai▇ ▇▇ D.H. ▇▇▇▇▇ & ▇o., Inc.). In lieu the event the Blai▇ ▇▇▇ is not received within five days of exercising this the date on which the Company receives Warrant as specified in Section 4(aProceeds, then the Blai▇ ▇▇▇ shall begin accruing interest at an annual rate of prime plus four percent (4%), abovepayable by the Company to Blai▇ ▇▇ the time Blai▇ ▇▇▇eives the Blai▇ ▇▇▇. Within five days after the exercise, a Registered Holder may from time the Warrant Agent shall send to time at Blai▇ ▇ ▇opy of the Registered Holder's option convert reverse side of each Warrant exercised. Blai▇ ▇▇▇ll reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Warrantsection 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of Blai▇, ▇▇cluding legal fees, in whole connection with the solicitation, redemption or in part, into a number of shares of Common Stock exchange of the Warrants. In addition, Blai▇ ▇▇▇ the Company determined by dividing (A) may at any time during business hours, examine the aggregate Fair Value records of such shares or other securities otherwise issuable the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of Blai▇. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Blai▇ ▇▇▇, the Warrant minus Agent is hereby expressly authorized to withhold payment to the aggregate Exercise Price Company of such shares by (B) the Fair Value of one such share.Warrant Proceeds

Exercise. (a) Each Class D Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A 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 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 after the Exercise Date, 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 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 certificate for any remaining unexercised Class D Warrants of the Registered Holder), unless prior to . In the date case of issuance payment made in the form of a check drawn on an account of Paramount or such certificates other investment banks and brokerage houses as the Company shall instruct approve in writing to the Warrant Agent Agent, certificates shall immediately be issued without prior notice to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such WarrantsCompany nor any delay. Upon the exercise of any Class D Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Class D Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5, subject to the provisions of Subsections 4(b) and 4(c). (b) In lieu On the Exercise Date in respect of exercising this the exercise of any Class D Warrant, the Warrant as specified in Section 4(a)Agent shall, abovesimultaneously with the distribution of the Warrant Proceeds to the Company, on behalf of the Company, pay from the Warrant Proceeds, a Registered Holder 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 portion may from time be reallowed by Paramount to time 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 Registered Holder's option convert this Warrant, in whole or in part, into time Paramount receives the Paramount Fee. Within Five days after exercise the Warrant Agent shall send Paramount a number of shares of Common Stock copy of the reverse side of each Class D Warrant exercised. In addition, Paramount and the Company determined by dividing (A) may at any time during business hours, examine the aggregate Fair Value records of such shares or other securities otherwise issuable 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 to the amount or payment of the Paramount Fee, the Warrant minus Agent is hereby expressly authorized to withhold payment to the aggregate Exercise Price Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the unpaid Paramount Fee claimed by Paramount, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from Paramount that the required Paramount Fee has been received by Paramount. Paramount shall promptly notify the Warrant Agent by facsimile and certified mail in the event of any such shares by (B) dispute or when the Fair Value of one such shareParamount Fee has been paid.

Exercise. ‌ 4.1 Subject to the terms of the Common Terms Agreement, the Investment Agent shall exercise the right under:‌ (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Dateparagraph (a)(i) of Clause 2 (Grant of Rights), 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 respect 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 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 Ownership Rights, by delivering an Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise 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 (the "Warrant Proceeds") Notice to the Company or as no earlier than ten Business Days before the Company may direct in writing. 5Final Maturity Date;‌ (b) In lieu paragraph (a)(ii) of exercising Clause 2 (Grant of Rights), in respect of all of the Ownership Rights by delivering an Exercise Notice to the Company on or any time after an Acceleration Date;‌ (c) paragraph (b) of Clause 2 (Grant of Rights), in respect of all or part of the Ownership Rights, and if in part then equal to the relevant Participant's Pro Rata Share of the Relevant Term Assets held by the Investment Agent (as agent of the Participants), following the occurrence of an Illegality Event or a ▇▇▇▇▇'a Illegality Event, by delivering an Exercise Notice to the Company;‌ (d) paragraph (c) of Clause 2 (Grant of Rights), in respect of the relevant Cash Sweep Ownership Rights, following the occurrence of a Cash Sweep Payment Event, by delivering an Exercise Notice to the Company;‌ (e) paragraph (d) of Clause 2 (Grant of Rights), in respect of the relevant Exit Payment Ownership Rights, following the occurrence of an Exit Payment Event, by delivering an Exercise Notice to the Company; and‌ (f) paragraph (e) of Clause 2 (Grant of Rights), in respect of the relevant Reallocated Amount Ownership Rights, following the occurrence of a Reallocated Amount Event, by delivering an Exercise Notice to the Company.‌ 4.2 Following the delivery of an Exercise Notice by the Investment Agent in accordance with Clause 4.1 above, the Company shall be obliged to purchase all or, as the case may be, part of the ownership rights and benefit in and to the Relevant Term Assets held by the Investment Agent (as agent of the Participants), on an as is basis, at the relevant Exercise Price in accordance with this Warrant Undertaking as follows: (a) on the relevant Settlement Date and pursuant to the terms of the relevant Sale Agreement, the Company shall pay into a USD account specified by the Investment Agent for this purpose, by wire transfer and in same day, freely transferable, cleared funds, the relevant Exercise Price (plus an amount equal to any Taxes payable (if any) in respect of such sale); (b) the Company undertakes (at the cost and expense of the Company) to enter into such documentation and do such other things as reasonably required to give effect to the purchase and sale of the ownership rights and benefit in and to the Relevant Term Assets of the Investment Agent (as agent of the Participants) as contemplated hereunder; and (c) the sale to the Company of all or any of the ownership rights and benefit in and to the Relevant Term Assets held by the Investment Agent (as agent of the Participants) shall occur by the Company and the Investment Agent executing a Sale Agreement. 4.3 Settlement of the relevant Exercise Price in full in accordance with this Undertaking and the Islamic Financing Transaction Documents shall constitute full discharge of the obligation of the Company to pay the relevant Exercise Price to the Investment Agent. 4.4 Any Exercise Price payable pursuant to paragraph (f) of Clause 4.1 above, shall be settled as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number clause 5.2 (Re-allocation of shares of Common Stock Commitments) of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareCommon Terms Agreement.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), ) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of ▇▇▇▇▇ or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) In lieu If, at the Exercise Date in respect of exercising this the exercise of any Warrant after , 1997, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as specified designated in Section 4(a)writing on the Warrant Certificate Subscription Form, above(iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a Registered Holder fee of 5% (the "▇▇▇▇▇ Fee") of the Purchase Price to ▇▇▇▇▇ (of which a portion may from time be reallowed by ▇▇▇▇▇ to time the dealer who solicited the exercise, which may also be ▇▇▇▇▇ or ▇.▇. ▇▇▇▇▇ & Co., Inc.). In the event the ▇▇▇▇▇ Fee is not received within five days of the date on which the Company receives Warrant Proceeds, then the ▇▇▇▇▇ Fee shall begin accruing interest at an annual rate of prime plus four (4)%, payable by the Company to ▇▇▇▇▇ at the Registered Holder's option convert this Warrant, in whole or in part, into time ▇▇▇▇▇ receives the ▇▇▇▇▇ Fee. Within five days after exercise the Warrant Agent shall send to ▇▇▇▇▇ a number of shares of Common Stock copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). In addition, ▇▇▇▇▇ and the Company determined by dividing (A) may at any time during business hours, examine the aggregate Fair Value records of such shares or other securities otherwise issuable the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of ▇▇▇▇▇. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the ▇▇▇▇▇ Fee, the Warrant minus Agent is hereby expressly authorized to withhold payment to the aggregate Exercise Price Company of such shares the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the ▇▇▇▇▇ Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from ▇▇▇▇▇ that the required ▇▇▇▇▇ Fee has been received by (B) the Fair Value of one such share▇▇▇▇▇.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Datedate hereof, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at At any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agenthereof and until 5:00 p.m., the Warrant AgentNew York City time, on behalf the Expiration Date for a particular Warrant, a Holder may exercise such Warrant, on any Business Day, to purchase all or any part of the Companynumber of Shares purchasable thereunder, shall cause to be issued and delivered by at the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the stated Exercise Price pursuant to such WarrantsPrice. 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. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered The Holder may from time to time at the Registered Holder's option convert this exercise such Warrant, in whole or in part, into a by delivering to the Warrant Agent at the principal office of the Warrant Agent in Canton, Massachusetts or to the office of one of its agents as may be designated by the Warrant Agent from time to time, the following: (i) the corresponding Warrant Certificate, with the election to purchase form on the reverse side thereof duly completed and executed by the Holder or its agent or attorney, and (ii) payment of the Warrant Price. As soon as practicable after the exercise of such Warrant, in whole or in part, the Warrant Agent shall promptly request that the Company’s transfer agent issue and deliver or register in the name of the Holder thereof or, subject to Section 6, as the Holder may direct, the number of shares duly authorized, validly issued, fully paid and nonassessable Shares to which the Holder shall be entitled upon such exercise plus, in lieu of Common Stock any fractional Share to which the Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per Share on the Business Day next preceding the date of such exercise. Certificates for Warrant Shares purchased by exercise of a Warrant will be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depositary Trust Company determined through its Deposit Withdrawal At Custodian (“DWAC”) system if the Company is a participant in such system, and otherwise by dividing physical delivery to the address specified by the Holder in the notice of exercise, payment of the Warrant Price and surrender of the Warrant Certificate. The Warrant Shares shall be deemed to have been issued, and the Holder (Aor designee) shall be deemed to be a holder of record of the Warrant Shares, as of the date a Warrant is exercised by payment of the Warrant Price and all taxes required to be paid by the holder, if any, pursuant to Section 5.2. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If a Warrant shall have been exercised only in part, then the Warrant Agent shall request that the Company’s transfer agent, at the time of issuance of the Warrant Shares, deliver to the Holder a new Warrant Certificate of like tenor, calling in the aggregate Fair Value on the face thereof for issuance of the number of Shares equal (without giving effect to any adjustment therein) to the number of such shares or other securities otherwise issuable upon exercise Shares called for on the face of this the surrendered Warrant Certificate minus the aggregate Exercise Price number of such shares Shares so designated by (B) the Fair Value of one such shareHolder upon such exercise as provided in this Section 5.1.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), ) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of Blair or such other investment banks and brokerage ▇▇▇▇▇s as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) In lieu If, at the Exercise Date in respect of exercising this the exercise of any Warrant, (i) the market price of the Company's Series A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as specified designated in Section 4(a)writing on the Warrant Certificate Subscription Form, above(iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a Registered Holder fee of 5% (the "Blair Fee") of the Purchase Price to Blair (of whic▇ ▇ ▇ortion may from time be reallowed to time the d▇▇▇▇▇ who solicited the exercise, which may also be Blair or D.H. Blair & Co., Inc.). In the event th▇ ▇▇▇ir F▇▇ ▇▇ ▇▇▇ ▇eceived within five days of the d▇▇▇ ▇n which the Company receives Warrant Proceeds, then the Blair Exercise Fee shall begin accruing interest at ▇▇ ▇nnual rate of prime plus four (4)%, payable by the Company to the Blair at the Registered Holder's option convert this Warrant, in whole or in part, into time Blair receives the Blair Fee. Wi▇▇▇▇ five days aft▇▇ ▇▇ercise the War▇▇▇▇ Agent shall send to Blair a number of shares of Common Stock copy of the reverse side of each Warrant ex▇▇▇▇▇ed. Blair shall reimburse the Warrant Agent, upon reque▇▇, ▇or its reasonable expenses relating to compliance with this section 4(b). In addition, Blair and the Company determined by dividing (A) may at any time during busine▇▇ ▇▇urs, examine the aggregate Fair Value records of such shares or other securities otherwise issuable the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of Blair. (c) In order to enforce the prov▇▇▇▇▇s of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Blair Fee, the Warrant minus Agent is hereby expressly au▇▇▇▇▇zed to withhold payment to the aggregate Exercise Price Company of such shares by (B) the Fair Value Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of one such sharedepositing the entire amount of the Blair Fee, which amount will be deducted from the n▇▇ ▇▇rrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from Blair that the required Blair Fee has been received ▇▇ ▇lair.

Exercise. (a) Each Warrant Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (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 and 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 those such securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five (5) business days after the date of such notice from the Warrant Agentdate, 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, same a Common Stock certificate or certificates for the securities shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder)exercise, unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent shall deliver the same to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsperson or persons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrants, the Warrant Agent shall promptly remit notify the payment received for Company in writing of such fact and of the Warrant (the "Warrant Proceeds"number of securities delivered upon such exercise and, subject to Section 4(b) hereof, shall cause all payments in cash or by check made payable to the Company or as order of the Company may direct in writing. 5respect of the Purchase Price to be deposited promptly in the Company's bank account or delivered to the Company. (b) In lieu At any time upon the exercise of exercising this any Warrants after __________, 1997 [the 1st anniversary of the effective date of the Registration Statement], the Warrant as specified Agent shall, on a daily basis, within two (2) business days after any such exercise, notify the Underwriter or 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 Section 4(ano event later than five (5) business days after the last day of the calendar week in which such funds were tendered), above, a Registered Holder may from time remit to time at the Registered Holder's option convert this Warrant, in whole Underwriter or in part, into a number of shares of Common Stock its successors or assigns an amount equal to four percent (4%) of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Purchase Price of such shares by 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 state securities or "blue sky" laws, or the Warrants are those underlying the Underwriter's Warrants, in any of which events the Warrant 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 (B$1,000) and the Fair Value 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 one such shareamount) shall be made not less frequently than monthly. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half (1/2) shall be rounded up to the next full share or Warrant, as the case may be. Any fraction less than one-half shall be eliminated.

Exercise. (ai) Each A Warrant Holder may exercise the Warrants, in whole or in part, to purchase the Underlying Shares in such amounts as may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after elected upon surrender of the Warrant Expiration DateCertificate(s), together with duly executed Subscription Form(s), to the Company at its corporate office, together with the full Underlying Share Purchase Price for each Underlying Share to be purchased, in lawful money of the United States, or by certified check or bank draft payable in United States dollars to the order of the Company and upon the terms compliance with and subject to the conditions set forth herein and in the applicable Warrant CertificateCertificate(s). (ii) Upon receipt of such Warrant Certificate(s), together with the duly executed Subscription Form(s), and accompanied by payment of the Underlying Share Purchase Price for the number of Underlying Shares for which such Warrants are then being exercised, the Company shall, subject to Section 6(b) hereof, cause to be issued and delivered promptly, but in no event later than the third Business Day after the date on which the Company receives the Warrant Certificate(s), the Subscription Form(s) and the Underlying Share Purchase Price, to the Warrant Holder certificates for such shares of Common Stock in such denominations as are requested by the Warrant Holder in the Subscription Form(s). (iii) In case a Warrant Holder shall exercise Warrants with respect to less than all of the Underlying Shares, the Company will execute new Warrant Certificate(s), substantially in the form attached hereto as Exhibit A, which shall be exercisable for the balance of the Underlying Shares that may be purchased upon exercise of the unexercised portion of the Warrants and shall deliver such new Warrant Certificate(s) to the Warrant Holder. A 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) Warrants shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date Date, and the person entitled to receive the securities Underlying Shares and any Warrant Certificate(s) representing the unexercised portion of the Warrants deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable such Underlying Shares and unexercised Warrants, respectively, 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. (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 the Warrants or the issue of any Underlying Shares. As soon as practicable on or after the Exercise DateThe Company shall not, however, be required to pay any tax that may be payable in respect of any transfer by the Warrant Agent shall deposit Holder of the proceeds received from Warrants or any Underlying Shares to any person or entity at the exercise time of a Warrant surrender. Until the payment of the tax referred to in the previous sentence and shall notify the presentation to the Company in writing by the Warrant Holder of the exercise of the Warrants. Promptly following, and in any event within five days after the date reasonable proof of such notice from the Warrant Agentpayment, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the not be required to issue Underlying Shares or new Warrant Agent Certificates representing unexercised Warrants to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such sharetransferee.

Exercise. (a) Each Warrant may be exercised 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 of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds 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, Agent to the person or persons entitled to receive the same, same a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct provided that the Warrant Agent to shall refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5Notwithstanding 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 date on which the Warrants become exercisable. (b) In lieu If, on the Exercise Date in respect of exercising this 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 the Underwriter at such time as specified in Section 4(athe Underwriter is a member of the National Association of Securities Dealers, Inc. ("NASD"), above(iii) the Warrant was not held in a discretionary account, a Registered Holder may from time to time (iv) disclosure of the compensation arrangement was made both at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock time of the Company determined by dividing original offering and at the time of exercise, and (Av) the aggregate Fair Value solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 or any successor rule promulgated under the Securities Exchange Act of 1934, as amended, which may be in effect as of such shares or other securities otherwise issuable time of exercise, then the Underwriter shall be entitled to receive, upon exercise of the Warrant(s), a fee of five percent (5%) of the Purchase Price (the "Solicitation Fee"). Within five days after the exercise, the Warrant Agent shall send to the 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 (i) a copy of the reverse side of the Warrant(s) and (ii) a certificate, executed by the President or Vice President of the Underwriter, certifying that the conditions set forth above have been met with respect to such exercise. Within five days after receipt thereof by the Company, the Company shall remit to the Underwriter the Solicitation Fees to which the Underwriter is entitled. The Underwriter shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, the Underwriter and the Company may, at any time during business hours, examine the records of the Warrant minus Agent, including its ledger of original Warrant certificates returned to the aggregate Exercise Price Warrant Agent upon exercise of such shares by (B) Warrants. The provisions of this paragraph may not be modified, amended or deleted without the Fair Value prior written consent of one such sharethe Underwriter and the Company.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities 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, 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 WarrantsWarrant. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct provided that the Warrant Agent to shall refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. (a) Each Warrant Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof at any time on or after commencing with the Initial Warrant Exercise Date, but not after 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. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and 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 those such securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five business days after the date of such notice from the Warrant Agentdate, the Warrant Agent, Agent on behalf of the Company, Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, same a Common Stock certificate or certificates for the securities shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder)exercise, unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent shall deliver the same to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsperson or persons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrant, the Warrant Agent shall promptly remit notify the payment received for Company in writing of such fact and of the Warrant number of securities delivered upon such exercise and, subject to subsection (the "Warrant Proceeds"b) below, shall cause all payments of an amount in cash or by check made payable to the Company or as order of the Company may direct Company, equal to the Purchase Price, to be deposited promptly in writing. 5the Company's bank account. (b) In lieu At any time upon the exercise of exercising this any Warrants after 181 days from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Underwriter, and its successors or assigns, of the exercise of any such Warrants and shall, on a 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 Underwriter (so long as the Underwriter solicited the exercise of such Warrant as specified in Section 4(aindicated upon the Subscription Form attached to the Warrant Certificate tendered for exercise), abovean amount equal to (1) the Underwriter shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable state securities of "blue sky" laws, or (2) the Warrants are those underlying the Underwriter's Warrants, or (3) the market price of the Common Stock on the subject Exercise Date is lower than the Purchase Price, or (4) the Warrants are held in a Registered Holder discretionary account, or (5) the Warrants are exercised in an unsolicited transaction, in any of which events the Warrant Agent shall pay such amount to the Company; provided that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregate $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. (c) The Company shall not be required to issue fractional shares upon the exercise of Warrants. Warrants may from time only be exercised in such multiples as are required to time permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder's option convert this Warrant, in the number of whole or in part, into a shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to 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 price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges or Nasdaq/NM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on either the NYSE or the AMEX and is not traded on Nasdaq/NM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the last sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock is not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX, and is not traded on Nasdaq/NM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (5) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such sharein accordance with generally accepted accounting principles, consistently applied.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on during the two year period commencing one year from the Effective Date, or after earlier with the Initial Exercise Dateconsent of the Underwriter, 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 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 WarrantsWarrant. 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 exercise, (plus a Warrant Certificate 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 Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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 writing to the Warrant Agent, by the Representative or such other investment bank or brokerage house, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to the provisions of Paragraphs 4(b) and 4(c) of this Agreement. 5TRANS GLOBAL SERVICES, INC. WARRANT AGREEMENT (b) In lieu If, at the Exercise Date in respect of exercising this the exercise of any Warrant as specified 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 Section 4(aeffect, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. (ANASD"), above(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 Registered Holder fee of six percent (6%) (the "Underwriter's Fee") of the Purchase Price to the Underwriter (a portion of which may from time be reallowed by the Underwriter to time 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 Registered Holder's option convert this Warranttime the Company pays the Underwriter"s Fee. Within five (5) business days after exercise, in whole or in part, into the Warrant Agent shall send to the Underwriter a number of shares of Common Stock 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 determined by dividing (A) may, at any time during business hours, examine the aggregate Fair Value records of such shares or other securities otherwise issuable 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 deleted without the prior written consent of the Representative. (c) In order to enforce the provisions of Paragraph 4(b) of this Agreement, the Warrant minus Agent is hereby expressly authorized to withhold payment to the aggregate Exercise Price Company of such shares the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Underwriter's Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from the Underwriter that the required the Underwriter's Fee has been received by (B) the Fair Value of one such shareUnderwriter.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Datedate hereof, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five business days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of the Underwriter or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) If, at the Exercise Date in respect of the exercise of any Warrant after ____________, 1998, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a fee of 5% (the "Exercise Fee") of the Purchase Price to the Underwriter (of which a portion may be reallowed by the Underwriter to the dealer who solicited the exercise, which may also be the Underwriter or ▇.▇. ▇▇▇▇▇ & Co., Inc.). In lieu the event the Exercise Fee is not received within five days of exercising this the date on which the Company receives Warrant as specified in Section 4(aProceeds, then the Exercise Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), above, a Registered Holder may from time payable by the Company to time the Underwriter at the Registered Holder's option convert time the Underwriter receives the Exercise Fee. Within five 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 Warrantsection 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the Underwriter, including legal fees, in whole connection with the solicitation, redemption or in part, into a number of shares of Common Stock exchange of the Warrants. In addition, the Underwriter and the Company determined by dividing (A) may at any time during business hours, examine the aggregate Fair Value records of such shares or other securities otherwise issuable the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of the Underwriter. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Exercise Fee, the Warrant minus Agent is hereby expressly authorized to withhold payment to the aggregate Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Exercise Price Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from the Underwriter that the required Exercise Fee has been received by the Underwriter or a final, non-appealable determination by a court of competent jurisdiction that the Underwriter is not entitled to such shares by (B) the Fair Value of one such sharefunds.

Exercise. (a) Each This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder thereof at any time on or after by such Registered Holders duly authorized attorney, before the Initial Exercise Date, but not after the Warrant Expiration Date, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) For purposes of this Warrant, the terms Expiration Date shall mean not later than 5:00 p.m. (New York, New York time) on the earlier of (i) 60 days following receipt by the Registered Holder of notice by the Company of achievement of one of the following two milestones: (x) the initiation by the Company of Phase II clinical studies pursuant to U.S. FDA regulations or EMEA regulations (under the U.S. FDA Regulations or the EMEA Regulations, initiation of Phase II is defined as the first entry into a selective group of relevant patients of a company developed compound), or (y) the receipt by the Company of $10,000,000 of gross revenue in a four consecutive fiscal quarter period (gross revenue to mean all revenues of the Company and subject to its subsidiaries, on a consolidated basis, less interest earnings, grants, subsidies and extraordinary items), or (ii) five years after the conditions set forth herein and in the applicable Warrant Certificate. A date of issuance. (c) Each exercise of this Warrant shall be deemed to have been exercised effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered the Company as provided in subsection 1(a) above (the "Exercise Date and Date"). At such time, the person entitled to receive the securities deliverable or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(e) below shall be treated for all purposes as deemed to have become the holder or holders of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise record of the Warrant as of the close of business on the Exercise Date. Shares represented by such certificates. (d) As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a this Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly followingfull or in part, and in any event within five 10 days after the date of such notice from the Warrant Agentthereafter, the Warrant Agent, on behalf of the Company, shall 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 the Transfer Agent, to the person or persons entitled to receive the same, such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the securities deliverable number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (plus ii) in case such exercise is in part only, a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to new warrant or warrants (dated the date hereof) of issuance like tenor, representing in the aggregate on the face or faces thereof the right to purchase that number of such certificates the Company shall instruct the Warrant Agent Shares equal (without giving effect to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise 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 (the "Warrant Proceeds"adjustment therein) to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise called for on the face of this Warrant minus the aggregate Exercise Price number of such shares purchased by (B) the Fair Value of one Registered Holder upon such shareexercise.

Exercise. (a) Each Class A Warrant may be exercised exercised, in whole or in part, by the Registered Holder thereof at any time on or after prior to 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 Certificatecertificate representing the Class A Warrant. A Class 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 Common Stock deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities Common Stock upon the exercise of the Class A 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 Class A Warrant and shall notify the Company in writing of the exercise of the Warrantssuch Class A Warrant. Promptly following, and in any event within five business days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or 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)following documents, unless prior to the date of issuance of such certificates documents, the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Class A Warrants: (1) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such exercise in such name(s) and such denomination(s) as specified on the applicable exercise form; and (2) a new certificate representing the applicable Class A Warrants entitling the Registered Holder to purchase the number of shares of Common Stock as to which the original certificate was not exercised and reflecting any changes to the Exercise Price which have theretofore been effectuated and which certificate shall otherwise be in form and substance identical to that delivered by the Registered Holder to the Company for said exercise. Upon the exercise of any Class A Warrant and clearance of the funds received, the Warrant Agent shall promptly remit (i) the applicable Warrant Solicitation Fee, if any, to ▇▇▇▇▇▇▇▇▇, and (ii) the balance of the payment received for the Class A Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. Subject to the provisions of this Warrant Certificate, the holder of each Warrant on or prior to the Expiration Date shall have the right to purchase from the Company (aand the Company shall be obligated to issue and sell to such holder) Each at the Exercise Price the number of fully paid and non-assessable Warrant Shares up to the maximum amount described in Section 1 of this Warrant Certificate. The Warrant represented hereby is being issued to Carnegie Mellon in connection with a License Agreement dated as of January 30, 2008 (as it may be amended from time to time, the “License”) between Carnegie Mellon, as licensor, and the Company, as licensee. The Warrant shall be exercisable upon the earlier of (i) the day that the Company’s cumulative capital funding and/or receipt of cumulative Revenues collectively equals at least $2,000,000 or (ii) 30 days prior to any Qualified Sale (as defined in the License) or any other merger, consolidation, reorganization, combination or similar transaction in which the Shareholders of the Company immediately before such transaction do not continue to control at least a majority of the voting interests in the Company after such transaction. The Warrant shall continue to be exercisable for a period of 30 days following the occurrence of the applicable triggering event described in the immediately preceding sentence (the “Exercise Period”). This Warrant shall be automatically exercised by in full, to the Registered Holder thereof at any time on or after the Initial Exercise Date, but extent not after the Warrant Expiration Datepreviously exercised, upon the terms date of the consummation of a Qualified IPO (as such term is defined in the License), and subject the Company thereupon shall issue to the conditions set forth herein and in holder 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 Shares upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise surrender of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, certificates representing the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price Price, and thereafter all rights under this Warrant Certificate, other than the rights granted with respect to Warrant Shares pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds receivedSection 11, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or cease as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such sharetime.

Exercise. (a) Each Warrant may be exercised exercised, in whole or in part, by the Registered Holder thereof at any time on or after prior to 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 Certificatecertificate representing the Warrant. 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 Common Stock deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities Common Stock upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrantssuch Warrant. Promptly following, and in any event within five business days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or 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)following documents, unless prior to the date of issuance of such certificates documents, the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Class A Warrants: (1) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such exercise in such name(s) and such denomination(s) as specified on the applicable exercise form; and (2) a new certificate representing the applicable Class A Warrants entitling the Registered Holder to purchase the number of shares of Common Stock as to which the original certificate was not exercised and reflecting any changes to the Exercise Price which have theretofore been effectuated and which certificate shall otherwise be in form and substance identical to that delivered by the Registered Holder to the Company for said exercise. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit (i) the applicable Warrant Solicitation Fee, if any, to Wals▇ ▇▇▇n▇▇▇, ▇▇d (ii) the balance of the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. (a) Each Warrant Record Date Shareholders may acquire Shares on Primary Subscription and pursuant to the Over-Subscription Privilege by delivery to the Agent as specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Shareholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the estimated purchase price, as disclosed in the Prospectus, for each Share subscribed for by exercise of such Rights, including Shares subscribed for an exercise of the Over-Subscription Privilege, in U.S. dollars by money order or check drawn on a bank in the United States, in each case payable to the order of the Company or the Agent. (b) Rights may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. New York time on such certificates date as the Company shall instruct designate to the Warrant Agent to refrain from causing such issuance in writing (the "Expiration Date"). For the purpose of certificates pending clearance determining the time of checks received in payment of the Exercise Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance 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 funds receivedAgent specified in the Prospectus. (c) Notwithstanding the provisions of Section 4 (a) and 4 (b) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York time on the Expiration Date, if prior to such time the Warrant Agent shall promptly remit receives a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank, a trust company or a New York Stock Exchange member guaranteeing delivery of (i) payment of the payment received full Subscription Price for the Warrant Shares subscribed for on Primary Subscription and any additional Shares subscribed for pursuant to the Over-Subscription Privilege, and (ii) a properly completed and executed Subscription Certificate, then such exercise of Primary Subscription Rights and Over-Subscription Rights shall be regarded as timely, subject, however, to receipt of the duly executed Subscription Certificate and full payment for the Shares by the Agent within three Business Days (as defined below) after the Expiration Date (the "Warrant ProceedsProtect Period") to and full payment for their Shares within ten Business Days after the Company or Confirmation Date (as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified defined in Section 4(a4(d), above, a Registered Holder may from time to time at ). For the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock purposes of the Company determined by dividing (A) Prospectus and this Agreement, "Business Day" shall mean any day on which trading is conducted on the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareNew York Stock Exchange.

Exercise. (a) Each Warrant may be exercised 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 of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), ) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of the Underwriter or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) In lieu If, at the Exercise Date in respect of exercising this the exercise of any Warrant as specified in Section 4(aafter ____________, 1998, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD"), above(iii) the warrantholder designates in writing that the exercise of the Warrant was solicited by a member of the NASD and designates in writing the broker-dealer to receive compensation for such exercise, (iv) the Warrant was not held in a discretionary account, (v) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (vi) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such regulation or any successor regulation may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a Registered Holder fee of 5% (the "Exercise Fee") of the Purchase Price to the Underwriter (of which a portion may from time be reallowed by the Underwriter to time the dealer who solicited the exercise, which may also be the Underwriter or ▇.▇. ▇▇▇▇▇ & Co., Inc.). In the event the Exercise Fee is not received within five days of the date on which the Company receives Warrant Proceeds, then the Exercise Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), payable by the Company to the Underwriter at the Registered Holder's option convert time the Underwriter receives the Exercise Fee. Within five 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 WarrantSection 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the Underwriter, including legal fees, in whole connection with the solicitation, redemption or in part, into a number of shares of Common Stock exchange of the Warrants. In addition, the Underwriter and the Company determined by dividing (A) may at any time during business hours, examine the aggregate Fair Value records of such shares or other securities otherwise issuable the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.of

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of such investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or 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. 5, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) In lieu If at the Exercise Date, (i) the market price of exercising this the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as specified designated in Section 4(a)writing on the Warrant Certificate Subscription Form, above(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 of the Warrant and at the time of exercise, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a Registered Holder may from time to time at fee of 4% (the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock "SouthWall Fee") of the Purchase Price to SouthWall (of which a portion may be reallowed by SouthWall to the dealer who solicited the exercise). If requested by the Company determined by dividing (A) or the aggregate Fair Value Warrant Agent, SouthWall will confirm that the conditions specified above have been satisfied prior to the payment of the SouthWall Fee. SouthWall shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). In addition, SouthWall and the Company, at such shares or other securities otherwise issuable party's own expense, may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareWarrants.

Exercise. (a) Each Warrant Subject to the provisions of Sections 5 and 9 hereof, the Series __ Warrants, as they may be adjusted as set forth herein, may be exercised by at a price (the Registered Holder thereof "WARRANT EXERCISE PRICE") of $____ per share of Common Stock subject to adjustment, in whole or in part at any time 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 DateRegistration Statement (as defined in the Registration Rights Agreement between the Company and the Holders of even date herewith (the "REGISTRATION RIGHTS AGREEMENT")), but 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 after 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, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A ." (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 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 as the Company may designate, in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Date and Price, in lawful money of the United States of America. (c) Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the securities number of Warrant Shares deliverable upon such on exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant Shares as of the close of business on the Exercise Date. As soon as practicable The Company shall not be obligated to issue any fractional share interest in Warrant Shares issuable or deliverable on the exercise of any Series __ Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. (d) Within ten days after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five days after the date of such notice from prior to the Warrant AgentExpiration Date, the Warrant AgentCompany, on behalf of the Companyat its own expense, 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 in the name requested by the Warrant holder for the securities number of Warrant Shares deliverable upon on such exercise (plus a exercise. No adjustment shall be made in respect of cash dividends on Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrants. Upon the Shares delivered on 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 writingSeries __ Warrant. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of All shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable delivered upon the exercise of this Warrant minus the aggregate Exercise Price Series __ Warrants shall be validly issued, fully paid and non-assessable. (e) The Series __ Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless such shares holder or holders shall have exercised the Series __ Warrants prior to the record date fixed by (B) the Fair Value Board of one Directors for the determination of holders of Common Stock entitled to such sharedividends or other rights.

Exercise. (a) Each This Warrant may be exercised by the Registered Holder thereof at any time on or after Warrantholder by (i) the Initial Exercise Date, but not after the surrender of this Warrant Expiration Date, upon the terms and subject to the conditions set forth herein Company, with a duly executed Exercise Form specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period and (ii) the delivery of payment to the Company, by (A) cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier's check in lawful money of the United States of America, or (B) by cancellation by the Warrantholder of indebtedness of the Company to the Warrantholder, or (C) by a combination of (A) and (B), of the Exercise Price for the number of Warrant Shares specified in the applicable Exercise Form. The Company agrees that such Warrant Certificate. A Warrant Shares shall be deemed to have been exercised immediately prior be issued 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 Warrantholder as the record holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant Shares as of the close of business on the Exercise Datedate on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. As soon as practicable on A stock certificate or after certificates for the Warrant Shares specified in the Exercise Date, Form shall be delivered to the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly followingWarrantholder as promptly as practicable, and in any event within five days after the date of such notice from the Warrant Agent10 days, 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 thereafter. The stock certificate or certificates for so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be reasonably specified by the securities deliverable upon such Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise (plus a of this Warrant Certificate for any remaining unexercised Warrants cash dividends paid or payable to holders of the Registered Holder), unless record of Common Stock prior to the date as of issuance which the Warrantholder shall be deemed to be the record holder of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareShares.

Exercise. (a) Each Class A Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities 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, Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate 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 Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5. (b) In lieu If, subsequent to ____, 1997, in respect of exercising this 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 specified having solicited such Warrant, (iii) the Warrant was not held in Section 4(a)a discretionary account, above, a Registered Holder may from time to time (iv) disclosure of compensation arrangements was made both at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock time of the Company determined by dividing original offering and at the time of exercise and (Av) the aggregate Fair Value 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 shares or other securities otherwise issuable time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised shall, on behalf of the Company, pay from the proceeds received upon exercise of the Warrant(s), a fee of 8% of the Purchase Price to ▇▇▇▇▇▇▇▇▇ (of which 1% may be reallowed to the dealer who solicited the exercise, which may also be ▇▇▇▇▇▇▇▇▇). Within five days after exercise, the Warrant Agent shall send ▇▇▇▇▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section. In addition, ▇▇▇▇▇▇▇▇▇ and the Company may at any time during business hours, examine the records of the Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.Agent, including its

Exercise. (a) Each Warrant may be exercised 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 of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five (5) business days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be 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 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 Exercise 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 (the "Warrant the"Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. (a) Each Warrant may be exercised 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 exercisable shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five (5) 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 as certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), ) unless prior to the date of issuance of such certificates certificated the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of ▇▇▇▇▇▇ ▇▇▇▇▇ or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or nay 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. 5. (b) In lieu If, at the Exercise Date in respect of exercising this the exercise of any Warrant as specified in Section 4(aat any time on or after the first anniversary of the date hereof (i) the market price of the Company's Common Stock id greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD"), above(iii) the Warrant was not held in a discretionary account, a Registered Holder may from time to time (iv) disclosure of compensation arrangements was made both at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock time of the Company determined by dividing original offering and at the time of exercise; and (Av) the aggregate Fair Value 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 shares or other securities otherwise issuable time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company, received upon exercise of the Warrant(s) so exercised shall, on behalf of the Company, pay from the proceeds received upon exercise of the Warrant(s), a fee of seven (7%) percent of the Purchase Price to ▇▇▇▇▇▇ ▇▇▇▇▇ (of which a percentage may be reallowed to the dealer who solicited the exercise, which dealer may also be ▇▇▇▇▇▇ ▇▇▇▇▇). Within five days after exercise the Warrant Agent shall send ▇▇▇▇▇▇ ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇▇ ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, ▇▇▇▇▇▇ ▇▇▇▇▇ and the Company may at any time during business hours, examine the records of the Warrant minus Agent, including its ledger of original Warrant Certificates returned to the aggregate Exercise Price Warrant Agent upon exercised of such shares by (B) Warrants. The provisions of this paragraph may not be modified, amended or deleted without the Fair Value prior written consent of one such share▇▇▇▇▇▇ ▇▇▇▇▇ and the Company.

Exercise. (a) Each Warrant Stockholders may acquire Series A Preferred Shares pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege by delivery to the Agent as specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Stockholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the Subscription Price for each Series A Preferred Share subscribed for by exercise of such Rights, in U.S. dollars by check or bank draft (cashier's check) drawn upon a United States bank or a postal, telegraphic or express money order payable to the order of the Agent. (b) Rights may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. New York time on such certificates date as the Company shall instruct designate to the Warrant Agent to refrain from causing in writing (the "Expiration Date"). Once a holder of Rights has exercised his or her Rights, such issuance exercise may not be revoked or rescinded. For the purpose of certificates pending clearance determining the time of checks received in payment of the Exercise Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the Corporate Actions Division of the funds receivedAgent specified in the Prospectus. (c) Notwithstanding the provisions of Section 4(a) and 4(b) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York time on the Expiration Date, if prior to such time the Warrant Agent shall promptly remit the receives payment received in full for the Warrant Series A Preferred Shares purchased by the Stockholder pursuant to his or her Basic Subscription Privilege and Over-Subscription Privilege and a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a member firm of a registered national securities exchange or a member of the "Warrant Proceeds") National Association of Securities Dealers, Inc., or a commercial bank or trust company having a correspondent in the United States guaranteeing delivery of a properly completed and executed Subscription Certificate, then such exercise of Rights pursuant to the Company or Basic Subscription Privilege and Over- Subscription Privilege shall be regarded as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a)timely, abovesubject, a Registered Holder may from time however, to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock receipt of the Company determined by dividing duly executed Subscription Certificate within three Business Days (Aas defined below) after the aggregate Fair Value Expiration Date. For the purposes of such shares or other securities otherwise issuable upon exercise of the Prospectus and this Warrant minus Agreement, "Business Day" shall mean any day on which trading is conducted on the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareNew York Stock Exchange.

Exercise. (a) Each Warrant Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 4(b) and 5 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 and Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those such securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five business days after the date of such notice having received authorization from the Warrant AgentCompany, the Warrant Agent, Agent on behalf of the Company, Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, same a Common Stock certificate or certificates for the securities shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder)exercise, unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent shall deliver the same to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsperson or persons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrant, the Warrant Agent shall promptly remit notify the payment received for Company in writing of such fact and of the Warrant (the "Warrant Proceeds") number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the Company or as order of the Company may direct Company, equal to the Purchase Price, to be deposited promptly in writing. 5the Company's bank account. (b) In lieu The Company shall not be required to issue fractional shares upon the exercise of exercising this Warrant Warrants. Warrants may only be exercised in such multiples as specified in Section 4(a), above, a Registered Holder may from time are required to time permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise at the same time by the same Registered Holder's option convert this Warrant, in the number of whole or in part, into a shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current Fair Market Value of a share of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareStock.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities 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 Promptly following the Exercise Date, exercise of any Warrant and receipt of proceeds in the Warrant Agent shall deposit form of cleared funds (the proceeds received "Cleared Funds") representing the Purchase Price from the exercise of a Warrant and shall notify (the "Warrant Proceeds"), the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to . In the date case of issuance payment made in the form of a check drawn on an account of Paramount or such certificates other investment banks and brokerage houses as the Company shall instruct the Warrant Agent to refrain from causing such issuance of approve, certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrants. Upon shall immediately be issued upon the exercise of any Warrant and clearance receipt of the funds received, Cleared Funds received from 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. 5. (b) In lieu On the Exercise Date in respect of exercising this the exercise of any Warrant, the Company shall pay from Cleared Funds received from the Warrant as specified in Section 4(a), aboveProceeds, a Registered Holder fee of 5% (the "Paramount Fee") of the Purchase Price to Paramount for Warrant exercises solicited by Paramount or its representatives (of which a portion may be reallowed by Paramount to the dealer who solicited the exercise, 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 time Warrant Proceeds, then the Paramount Fee shall begin accruing interest at an annual rate of prime plus three (3)%, payable by the Company to time Paramount at the Registered Holder's option convert this Warranttime Paramount receives the Paramount Fee. Within five days after exercise the Company, in whole or in partat the request of Paramount, into shall send Paramount a number of shares of Common Stock 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 determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable 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 question as to the amount or payment of the Paramount Fee, the Company is hereby expressly authorized to establish an escrow account for the purpose of depositing the entire amount of the unpaid Paramount Fee, which amount will be deducted from the net Warrant minus Proceeds paid to the aggregate Exercise Price of such shares Company. The funds placed in the escrow account may not be released to the Company without a written agreement from Paramount that the required Paramount Fee has been received by (B) Paramount. Paramount shall promptly notify the Fair Value of one such share.escrow

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities 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, Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate 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 Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b, subject to the provisions of Sections 4(b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (Aand 4(c) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such sharehereof.

Exercise. (a) Each Class A Warrant may be exercised 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 of those 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, Date the Warrant Agent shall deposit in a non-interest bearing account at Chemical Bank or such other bank as the Warrant Agent may designate, the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be 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 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 Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5. (b) In lieu If, subsequent to August 6, 1997, in respect of exercising this 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 specified having solicited such Warrant, (iii) the Warrant was not held in Section 4(a)a discretionary account, above, a Registered Holder may from time to time (iv) disclosure of compensation arrangements was made both at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock time of the Company determined by dividing original offering and at the time of exercise and (Av) the aggregate Fair Value solicitation of the exercise of the Warrant was not in violation of Rule l0b-6 (as such rule or any successor rule may be in effect as of such shares or other securities otherwise issuable 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 from the proceeds received upon exercise of the Warrant(s), a fee of 8% of the Purchase Price to ▇▇▇▇▇▇▇▇▇ (of which 1% may be reallowed to the dealer who solicited the exercise, which may also be ▇▇▇▇▇▇▇▇▇). Within five days after exercise of the Warrant Agent shall send ▇▇▇▇▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section. addition, ▇▇▇▇▇▇▇▇▇ and the Company may at any time during business hours, examine the records of the Warrant minus Agent, including its ledger of original Warrant Certificates returned the aggregate Exercise Price Warrant Agent upon exercise of such shares by (B) Warrants. The provisions of this paragraph may not be modified, amended or deleted without the Fair Value prior written consent of one such share▇▇▇▇▇▇▇▇▇.

Exercise. (a) Each Warrant Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (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 and 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 those such securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five three (3) business days after the date of such notice from the Warrant Agentdate, 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, same a Common Stock certificate or certificates for the securities shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder)exercise, unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent shall deliver the same to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsperson or persons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrants, the Warrant Agent shall promptly remit notify the payment received for Company in writing of such fact and of the Warrant (the "Warrant Proceeds"number of securities delivered upon such exercise and, subject to SECTION 4(b) hereof, shall cause all payments in cash or by check made payable to the Company or as order of the Company may direct in writing. 5respect of the Purchase Price to be deposited promptly in the Company's bank account or delivered to the Company. (b) In lieu At any time upon the exercise of exercising this any Warrants after one year and one day from the date hereof, the Warrant as specified Agent shall, on a daily basis, within two business days after such exercise, notify the Underwriter, 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 Section 4(ano event later than five business days after the last day of the calendar week in which such funds were tendered), above, a Registered Holder may from time to time at for solicitation by the Underwriter of the exercise of Warrants of the Registered Holder's option convert this WarrantHolders then being exercised, in whole or in part, into a number of shares of Common Stock remit to the Underwriter an amount equal to five percent (5%) of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Purchase Price of such shares Warrants then being exercised unless the Underwriter 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 Exchange Act, or the rules and regulations of the NASD or applicable state securities or "blue sky" laws, in which event, the Warrant Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this SECTION 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fractional interest shall be eliminated by (B) rounding any fraction up to the Fair Value of one such sharenext full share or Warrant, as the case may be, or other securities, properties or rights.

Exercise. (a) Each Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof at the Corporate Office at any time on or after the Initial Exercise Date, but not after up to and including the Warrant Expiration Date, upon the payment of the Stock Purchase Price (subject to adjustment as herein provided) and upon the other 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 deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrantssuch exercise. Promptly following, and in any event within five business days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, Agent to the person or persons entitled to receive the same, same a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Stock 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 issuance of Common Stock issued upon exercise of the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this A Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, only be exercised in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such sharedenominations.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Dateissuance thereof, 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 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 WarrantsWarrant. 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 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 Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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 writing to the Warrant Agent, by the Representative or such other investment bank or brokerage house, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. (a) Each Warrant Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Section 5 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 and 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 those such 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, if any Warrants have been exercised, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, same a Common Stock certificate or certificates for the securities shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder)exercise, unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent shall deliver the same to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsperson or persons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrants, the Warrant Agent shall promptly remit notify the payment received for Company in writing of such fact and of the Warrant (the "Warrant Proceeds") number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the Company or as order of the Company may direct Company, equal to the Purchase Price, to be deposited promptly in writing. 5the Company's bank account. (b) In The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time fractional interests. Any fraction equal to time at or greater than one-half shall be rounded up to the Registered Holder's option convert this next full share or Warrant, in whole or in partas the case may be, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareand any fraction less than one-half shall be eliminated.

Exercise. (a) Each Warrant may be exercised 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 of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify Date the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate 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 Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5. (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a The Registered Holder may from may, at its option, at any time to time at on or after the Registered Holder's option convert this WarrantInitial Warrant Exercise Date, exchange Warrants on a cashless basis, in whole or in partpart (a "Warrant Exchange"), into a for the number of shares of Common Stock Warrant Shares determined in accordance with this Section (4)(c), by surrendering the Warrant Certificate at the principal office of the Company, accompanied by a notice stating such Registered Holder's intent to effect such exchange, the number of Warrants to be exchanged and the date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company determined (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 seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant Certificate shall represent the right to subscribe for and acquire the number of Warrant Shares (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 aggregate Fair Value product of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Total Number and the existing Exercise Price of such shares by (B) the Fair Value current market price of one a share of Common Stock. Current market price shall have the meaning set forth Section 11 hereof, except that for purposes hereof, the date of exercise, as used in such shareSection 11 hereof, shall mean the Exchange Date.

Exercise. (a) Each Warrant may be exercised 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 Close of business 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 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 Close of business Business on the Exercise Date. As soon as practicable on or after the Exercise Date, Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days Business Days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to . In the date case of issuance payment made in the form of a check drawn on an account of Paramount or such certificates other investment banks and brokerage houses as the Company shall instruct approve in writing to the Warrant Agent Agent, certificates shall immediately be issued without prior notice to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such WarrantsCompany nor any delay. Upon the exercise of any Warrant and receipt of notice as to the clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may otherwise direct in writing. 5. (b) In lieu of exercising this Warrant as specified Beginning on the 121st day following the Final Closing Date, provided that the registration statement referred to in Section 4(a)5 of the Subscription Agreement, abovedated as of the date hereof, between the Company and the Registered Holder is not effective, a Registered Holder may from time exercise all or any part of this Warrant on a "cashless" basis by providing written notice of its intention to time at do so and stating the maximum number (the "Maximum Number") of shares of Common Stock the Registered Holder's option convert this Warrant, Holder desires to purchase in whole or consideration of cancellation of Warrants in part, into a payment for such exercise. The number of shares of Common Stock the Registered Holder shall receive upon such exercise pursuant to this Section 4(b) shall be equal to the difference between the Maximum Number and the quotient that is obtained when the product of the Maximum Number and the Purchase Price is divided by the then Market Price per share. The Warrant Agent shall have no duty or obligation under this subsection unless and until it is notified by the Company determined by dividing (A) that the aggregate Fair Value of such shares Registered Holder may exercise all or other securities otherwise issuable upon exercise part of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareon a "cashless" basis.

Exercise. (a) Each Warrant may be exercised 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. 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 deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five (5) business days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be 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 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 Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.pending

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities 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, Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate 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 Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. {If at the time of exercise of any Warrant (i) the market price of the Common Stock is greater than the then exercise price of the Warrant, (ii) the exercise of the Warrant is solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and the soliciting member is designated in writing by the holder of the Warrants as the NASD member soliciting the exercise, (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the exercise of the Warrant is not in violation of Rule 101 of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the such member shall be entitled to receive from the Company following exercise of each of the Warrants so exercised a fee of five percent (5%) of the aggregate exercise price of the Warrants so exercised (the "Solicitation Fee"). The procedures for payment of the Exercise Fee are as follows: (bi) In lieu Within five (5) days after the last day of exercising this each month commencing 13 months from the date hereof, the Warrant as specified Agent will notify ▇▇▇▇▇▇ of each Warrant certificate which has been properly completed for exercise by holders of Warrants during or prior to the last month. The Warrant Agent will provide ▇▇▇▇▇▇ with such information, in Section 4(a), above, a Registered Holder may from time to time at connection with the Registered Holder's option convert this exercise of each Warrant, as the Underwriters shall reasonably request. (ii) The Company hereby authorizes and instructs the Warrant Agent to deliver to any member of the NASD, the Solicitation Fee, if payable, in whole respect of each exercise of Warrants, promptly after receipt by the Warrant Agent from the Company of a check payable to the order of such member in the amount of such Solicitation Fee. In the event that a Solicitation Fee is paid to a member with respect to a Warrant which the Company or the Warrant Agent determines is not properly completed for exercise or in partrespect of which the member is not entitled to a Solicitation Fee, into a number of shares of Common Stock the member will return such Solicitation Fee to the Warrant Agent which shall forthwith return such fee to the Company. ▇▇▇▇▇▇ and the Company may at any time during business hours examine the records of the Company determined by dividing (A) Warrant Agent, including its ledger of original Warrant certificates returned to the aggregate Fair Value of such shares or other securities otherwise issuable Warrant Agent upon exercise of Warrants. Notwithstanding any provision to the contrary, the provisions of this Warrant minus paragraph may not be modified, amended or deleted without the aggregate Exercise Price prior written consent of such shares by (B) the Fair Value of one such share▇▇▇▇▇▇.

Exercise. (a) Each Warrant Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in 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 deliverable holder, upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant 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 after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five business days after the date of such notice from the Warrant Agentdate, if one or more Warrants have been exercised, the Warrant Agent, Agent on behalf of the Company, Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, same a Common Stock certificate or certificates for the securities 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 (plus b) below, 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) The Company shall engage National as a Warrant Certificate for solicitation agent, and, at any remaining unexercised time upon the exercise of any Warrants of the Registered Holder), unless prior to after one year from the date of issuance of such certificates 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 refrain from causing 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 issuance of certificates pending clearance of checks received in payment funds were tendered), remit to National an amount equal to five percent (5%) of 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 General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the Nasdaq or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Representative's Warrants in which event, the Warrant Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. Notwithstanding the foregoing, 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 the solicitation of the exercise of a Warrant 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 shall not be required to issue fractional shares on the exercise of Warrants. Upon Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the 8 same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant and clearance of the funds received(or specified portion thereof), the Warrant Agent Company shall promptly remit pay an amount in cash equal to such fraction multiplied by the payment received for the Warrant (the "Warrant Proceeds") to the Company or then current market value of a share of Common Stock, determined as the Company may direct in writing. 5follows: (b1) In lieu 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 exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares 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 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 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 last business day prior to the date of exercise of the Warrants; or (3) If neither clause (1) nor clause (2) immediately above is applicable, the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by dividing (A) the aggregate Fair Value Board of such shares or other securities otherwise issuable upon exercise Directors of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareCompany exercising good faith and using customary valuation methods.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Separation 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 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 deliver the proceeds received from the exercise of a Warrant and shall notify to the Company. As soon as practicable following confirmation from the Company in writing of the exercise receipt of payment of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant AgentPurchase Price, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate 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 Exercise Purchase Price pursuant to such Warrants. Upon Notwithstanding the exercise foregoing, in the case of any Warrant and clearance payment made in the form of a check drawn on an account of the funds received, Representative or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent Agent, by the Representative or such other investment bank or brokerage house, certificates shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") immediately be issued without prior notice to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareany delay.

Exercise. (a) Each Warrant may be exercised 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 of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), ) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of the Underwriter or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) If, at the Exercise Date in respect of the exercise of any Warrant after ____________, 1998, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such regulation or any successor regulation 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 5% (the "Exercise Fee") of the Purchase Price to the Underwriter (of which a portion may be reallowed by the Underwriter to the dealer who solicited the exercise, which may also be the Underwriter or ▇.▇. ▇▇▇▇▇ & Co., Inc.). In lieu the event the Exercise Fee is not received within five days of exercising this the date on which the Company receives Warrant as specified in Section 4(aProceeds, then the Exercise Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), above, a Registered Holder may from time payable by the Company to time the Underwriter at the Registered Holder's option convert time the Underwriter receives the Exercise Fee. Within five 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 Warrantsection 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the Underwriter, including legal fees, in whole connection with the solicitation, redemption or in part, into a number of shares of Common Stock exchange of the Warrants. In addition, the Underwriter and the Company determined by dividing (A) may at any time during business hours, examine the aggregate Fair Value records of such shares or other securities otherwise issuable the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of the Underwriter. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Exercise Fee, the Warrant minus Agent is hereby expressly authorized to withhold payment to the aggregate Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Exercise Price of such shares Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from the Underwriter that the required Exercise Fee has been received by (B) the Fair Value of one such shareUnderwriter.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), ) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of ▇▇▇▇▇ or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) In lieu If, at the Exercise Date in respect of exercising this the exercise of any Warrant after March 6, 1996, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as specified designated in Section 4(a)writing on the Warrant Certificate Subscription Form, above(iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a Registered Holder fee of 5% (the "▇▇▇▇▇ Fee") of the Purchase Price to ▇▇▇▇▇ (of which a portion may from time be reallowed by ▇▇▇▇▇ to time the dealer who solicited the exercise, which may also be ▇▇▇▇▇ or ▇.▇. ▇▇▇▇▇ & Co., Inc.). In the event the ▇▇▇▇▇ Fee is not received within five days of the date on which the Company receives Warrant Proceeds, then the ▇▇▇▇▇ Fee shall begin accruing interest at an annual rate of prime plus four (4)%, payable by the Company to ▇▇▇▇▇ at the Registered Holder's option convert this Warrant, in whole or in part, into time ▇▇▇▇▇ receives the ▇▇▇▇▇ Fee. Within five days after exercise the Warrant Agent shall send to ▇▇▇▇▇ a number of shares of Common Stock copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). In addition, ▇▇▇▇▇ and the Company determined by dividing (A) may at any time during business hours, examine the aggregate Fair Value records of such shares or other securities otherwise issuable the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of ▇▇▇▇▇. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the ▇▇▇▇▇ Fee, the Warrant minus Agent is hereby expressly authorized to withhold payment to the aggregate Exercise Price Company of such shares the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the ▇▇▇▇▇ Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from ▇▇▇▇▇ that the required ▇▇▇▇▇ Fee has been received by (B) the Fair Value of one such share▇▇▇▇▇.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, Date the Warrant Agent shall deposit forward to the Company the proceeds received from the exercise of a Warrant Warrant, and shall notify promptly after receiving authorization from the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, unless prior to in the date case of issuance payment made in the form of a check drawn on an account of Commonwealth or such certificates other investment banks and brokerage houses as the Company shall instruct the Warrant Agent to refrain from causing such issuance of approve, certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsshall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds receivedWarrant, the Warrant Agent shall promptly remit forward the payment proceeds received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5. (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a The Registered Holder may from time to time may, at the Registered Holder's option convert its option, exchange this Warrant, in whole or in partpart (a "Warrant Exchange"), into a the number of shares of Common Stock Warrant Shares determined in accordance with this Section (4)(b), by surrendering the Warrant Certificate at the principal office of the Company determined or at the office of its stock transfer agent, accompanied by a notice stating such Registered Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Registered Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Registered Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the aggregate Fair Value product of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Total Number and the existing Exercise Price of such shares by (B) the Fair Value current market value of one a share of Common Stock. Current market value shall have the meaning set forth Section 11(a) hereof, except that for purposes hereof, the date of exercise, as used in such shareSection 11(a) hereof, shall mean the Exchange Date.

Exercise. (a) Each Warrant Warrants in denominations of one or whole number multiples thereof may be he exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 4(b) and 5 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 and Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those such securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five business days after the date of such notice having received authorization from the Warrant AgentCompany, the Warrant Agent, Agent on behalf of the Company, Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, same a Common Stock certificate or certificates for the securities shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder)exercise, unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent shall deliver the same to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsperson or persons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrant, the Warrant Agent shall promptly remit notify the payment received for Company in writing of such fact and of the Warrant (the "Warrant Proceeds") number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the Company or as order of the Company may direct Company, equal to the Purchase Price, to be deposited promptly in writing. 5the Company’s bank account. (b) In addition to the method of payment set forth in Section 4(a) and in lieu of exercising any cash payment required thereunder, the Registered Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering shares of Common Stock or this Warrant as in the manner and at the place specified in Section 4(a), above, a Registered Holder may from time ) as payment of the aggregate Purchase Price per share for the Warrants to time at the Registered Holder's option convert this Warrant, in whole or in part, into a be exercised. The number of Warrants or shares of Common Stock to be surrendered in payment of the Company aggregate Purchase Price for the Warrants to be exercised shall be determined by multiplying the number of Warrants to be exercised by the Purchase Price per share, and then dividing the product thereof by an amount equal to the Fair Market Value per share of Common Stock on the date that all documents and instruments required to be delivered or surrendered to the Company for exercise of the Warrant have been so delivered or surrendered. (Ac) The Company shall not be required to issue fractional shares upon the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current Fair Market Value of such shares or other securities otherwise issuable upon exercise a share of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareCommon Stock.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), ) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of the Underwriter or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) If, at the Exercise Date in respect of the exercise of any Warrant after _____, 1998, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a fee of 5% (the "Exercise Fee") of the Purchase Price to the Underwriter (of which a portion may be reallowed by the Underwriter to the dealer who solicited the exercise, which may also be the Underwriter or ▇.▇. ▇▇▇▇▇ & Co., Inc.). In lieu the event the Exercise Fee is not received within five days of exercising this the date on which the Company receives Warrant as specified in Section 4(aProceeds, then the Exercise Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), above, a Registered Holder may from time payable by the Company to time the Underwriter at the Registered Holder's option convert time the Underwriter receives the Exercise Fee. Within five 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 Warrantsection 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the Underwriter, including legal fees, in whole connection with the solicitation, redemption or in part, into a number of shares of Common Stock exchange of the Warrants. In addition, the Underwriter and the Company determined by dividing (A) may at any time during business hours, examine the aggregate Fair Value records of such shares or other securities otherwise issuable the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of the Underwriter. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Exercise Fee, the Warrant minus Agent is hereby expressly authorized to withhold payment to the aggregate Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Exercise Price of such shares Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from the Underwriter that the required Exercise Fee has been received by (B) the Fair Value of one such shareUnderwriter.

Exercise. (a) Each Warrant may For purposes of this Option Agreement, the Option Shares shall be exercised by deemed "Nonvested Shares" unless and until they have become "Vested Shares." Except as otherwise provided in Section 3, the Registered Holder thereof at any time Option Shares shall become "Vested Shares" with respect to 20% of the Option Shares, on or the first anniversary of the Grant Date, and 1/60th of the Option Shares shall vest on the last day of each calendar month thereafter, so that all of the Option Shares shall be vested 60 months after the Initial Exercise Grant Date, but not after provided that vesting shall cease upon your ceasing to be an employee of the Warrant Expiration Date, upon the terms and subject Company or a Related Entity as expressly provided in Section 3 hereof. (b) Subject to the conditions set forth relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately number of Vested Shares at any time prior to the close termination of the Option pursuant to this Option Agreement. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share. (c) The unexercised portion of the Option, if any, will automatically, and without notice, terminate and become null and void upon the expiration of six (6) years from the Grant Date. (d) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business on (a copy of the Exercise Date form of exercise to be used will be available upon written request to the Secretary), and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as accompanied by a certified or bank check payable to the holder order of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment full amount of the Exercise Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds receivedshares so purchased, or in such other manner as described in the Warrant Agent shall promptly remit Plan and approved by the payment received for Committee. The terms and provisions of the Warrant employment agreement, if any, between you and the Company or any Related Entity (the "Warrant ProceedsEmployment Agreement") that relate to or affect the Company or as Option are incorporated herein by reference. Notwithstanding the Company may direct in writing. 5 (b) In lieu foregoing provisions of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant2, in whole the event of any conflict or in part, into a number inconsistency between the terms and conditions of shares of Common Stock this Section 2 and the terms and conditions of the Company determined by dividing (A) Employment Agreement, the aggregate Fair Value terms and conditions of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareEmployment Agreement shall be controlling.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities 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, Date the Warrant Agent shall deposit in a non-interest bearing account at Chase Manhattan Bank or such other bank as the Warrant Agent may designate, the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be 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 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 Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5. (b) In lieu If, subsequent to _____________, 2002 in respect of exercising this 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 specified having solicited such Warrant, (iii) the Warrant was not held in Section 4(a)a discretionary account, above, a Registered Holder may from time to time (iv) disclosure of compensation arrangements was made both at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock time of the Company determined by dividing original offering and at the time of exercise and (Av) the aggregate Fair Value 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 shares or other securities otherwise issuable 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 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 Company may at any time during business hours, examine the records of the Warrant minus Agent, including its ledger of original Warrant Certificates returned to the aggregate Exercise Price Warrant Agent upon exercise of such shares by (B) Warrants. The provisions of this paragraph may not be modified, amended or deleted without the Fair Value prior written consent of one such shareSecurity Capital.

Exercise. Warrants may be exercised at any time during the period (athe “Exercise Period”) Each 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 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 by after 5:00 p.m., New York City time, on the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon and to the terms and extent not exercised by such time the Warrants shall become void. Notwithstanding the foregoing, if the holder has elected to be subject to the conditions set forth herein and Beneficial Ownership Limitation Provisions, as described in Section 1.11 of the applicable Warrant Certificate. A Securities Purchase Agreement, the holder of this Warrant shall not be deemed entitled to have been exercised 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 close expiration 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 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 Period of the Warrants. Promptly following, 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 any event within five days after the date holder becoming the beneficial owner of such notice from more than the Warrant Agent, the Warrant Agent, on behalf Maximum Percentage of the Company, shall cause to be issued and delivered by the Transfer Agent, shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable holder upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrantis not made, in whole or in part, into as a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise result of this Warrant minus limitation, the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.Company’s obligation to make such

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after later than the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date 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 deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant Warrant, and shall notify the Company promptly after clearance of checks received in writing payment of the exercise of the Purchase Price pursuant to such Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, unless prior to in the date case of issuance payment made in the form of a check drawn on an account of RAS or such certificates other investment banks and brokerage houses as the Company shall instruct the Warrant Agent to refrain from causing such issuance of approve, certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsshall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5. (b) In lieu If on the Exercise Date in respect of exercising this Warrant the exercise of any Warrant, (i) the current market value (determined as specified provided in Section 4(a10 hereof) of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the NASD, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended (as such regulation or any successor regulation or rule may be in effect as of such time of exercise), abovethen the Warrant Agent, simultaneously with the receipt of the proceeds of the exercise of the Warrant(s) so exercised shall pay from such proceeds, a Registered Holder fee of 5% of the Purchase Price to RAS (of which up to 1% may from time be re-allowed to time at the Registered Holder's option convert this dealer who solicited the exercise). Within five days after exercise of a Warrant, in whole or in part, into the Warrant Agent shall send RAS a number of shares of Common Stock copy of the Company determined by dividing (A) reverse side of each Warrant exercised. RAS shall reimburse the aggregate Fair Value Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, RAS may at any time during business hours, examine the records of such shares or other securities otherwise issuable the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this Warrant minus paragraph may not be modified, amended or deleted without the aggregate Exercise Price prior written consent of such shares by (B) RAS. Market price shall be determined in accordance with the Fair Value provisions of one such shareSection 10.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject Subject to the conditions set forth herein provisions of the Global Warrant and in accordance with the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close procedures 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 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 DTC, a Holder (or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise a Participant or a designee of a Warrant and shall notify the Company in writing Participant acting on behalf of the a Holder) may exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from Warrants by delivering to the Warrant Agent, (i) not later than 5:00 P.M., Eastern Time, on any Business Day during the Exercise Period a notice of exercise of the Warrants to be exercised (A) in the form attached as Annex A 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 Agent, on behalf Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Company, shall cause Warrants 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 an account of the Registered Holder), unless prior to the date of issuance of Warrant Agent at DTC designated for such certificates the Company shall instruct purpose in writing by the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may DTC from time to time at time, and (iii) within the Registered Holder's option convert this Warrant, in whole or in part, into a number earlier of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by two (2) Trading Days and (B) the Fair Value number of one Trading Days comprising the Standard Settlement Period (as defined in the Global Warrant) following the date of exercise as aforesaid, the Exercise Price for each Warrant to be exercised (and, if applicable, any taxes or charges due in connection with the exercise of such shareWarrants), in lawful money of the United States of America by (A) certified or official bank check or wire transfer from a United States bank payable to the Warrant Agent or (B) payment to the Warrant Agent through the DTC system, unless cashless exercise is applicable. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Global Warrant to the Warrant Agent until the Holder has purchased all of the Warrant Shares available hereunder and the Global Warrant has been exercised in full, in which case, the Holder shall surrender the Global Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Election to Purchase is delivered to the Company. The Holder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.

Exercise. (a) Each Warrant may be exercised 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 of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), ) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or 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. 5. (b) In lieu If, at the Exercise Date in respect of exercising this the exercise of any Warrant as specified in Section 4(aat any time on or after the first anniversary of the date hereof (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the Financial Industry Regulatory authority ("FINRA"), above(iii) the Warrant was not held in a discretionary account, a Registered Holder may from time to time (iv) disclosure of compensation arrangements was made both at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock time of the Company determined by dividing original offering and at the time of exercise; and (Av) the aggregate Fair Value solicitation of the exercise of the Warrant was not in violation of Rule l0b-6 (as such rule or any successor rule may be in effect as of such shares or other securities otherwise issuable time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised shall, on behalf of the Company, pay from the proceeds received upon exercise of the Warrant(s), a fee of five percent of the Purchase Price to the dealer who solicited the exercise. The Company shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Warrant minus Section 4(b). The provisions of this paragraph may be modified, amended or deleted with the aggregate Exercise Price prior written consent of such shares by (B) the Fair Value of one such shareCompany.

Exercise. (a) Each Warrant Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in 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 deliverable holder, upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant 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 after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five business days after the date of such notice from the Warrant Agentdate, if one or more Warrants have been exercised, the Warrant Agent, Agent on behalf of the Company, Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, same a Common Stock certificate or certificates for the securities shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder)exercise, unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent shall deliver the same to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsperson or persons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedone or more Warrants, the Warrant Agent shall promptly remit notify the Company in writing of such fact and of the number of securities deliverable upon such exercise and shall cause the payment received for the Warrant (the "Warrant Proceeds") of an amount in cash or by check made payable to the Company or as order of the Company may direct Company, equal to the Purchase Price for such securities, to be deposited promptly in writing. 5the Company's designated bank account. (b) In lieu The Company shall not be required to issue fractional shares on the exercise of exercising this Warrant Warrants. Warrants may only be exercised in such multiples as specified are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in Section 4(a), above, a Registered Holder may from time to time full at the same time by the same Registered Holder's option convert this Warrant, in the number of whole or in part, into a shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges, on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges or Nasdaq had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the OTC Electronic Bulletin Board operated by Nasdaq on the last business day prior to the date of exercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc. on the OTC Electronic Bulletin Board operated by Nasdaq, the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by dividing (A) the aggregate Fair Value members of such shares or other securities otherwise issuable upon exercise the Board of this Warrant minus Directors of the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareCompany exercising good faith and using customary valuation methods.

Exercise. (a) Each Warrant may be exercised 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 of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant Warrant, and shall notify the Company promptly after clearance of checks received in writing payment of the exercise of the Exercise Price pursuant to such Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, unless prior to in the date case of issuance payment made in the form of a check drawn on an account of Commonwealth or such certificates other investment banks and brokerage houses as the Company shall instruct the Warrant Agent to refrain from causing such issuance of approve, certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsshall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5. (b) In lieu of exercising The Registered Holder may, at its option, exchange this Warrant as specified in Section 4(a), above, on a Registered Holder may from time to time at the Registered Holder's option convert this Warrantcashless basis, in whole or in partpart (a "Warrant Exchange"), into a the number of shares of Common Stock Warrant Shares determined in accordance with this Section (4)(b), by surrendering the Warrant Certificate at the principal office of the Company determined or at the office of its stock transfer agent, accompanied by an irrevocable notice stating such Registered Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date of the notice of such intent to exchange (the "Notice of Exchange"). The Registered Holder may send a Notice of Exchange to the Company prior to the Initial Warrant Exercise Date. The Warrant Exchange shall take place on the later of (i) the date the Notice of Exchange is received by the Company or (ii) the Initial Warrant Exercise Date (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Registered Holder as soon as is reasonably practicable following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Registered Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the aggregate Fair Value product of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Total Number and the existing Exercise Price of such shares by (B) the Fair Value current market value of one a share of Common Stock. Current market value shall have the meaning set forth Section (10)(a) hereof, except that for purposes hereof, the date of exercise, as used in such shareSection (10)(a) hereof, shall mean the date of the Notice of Exchange. (c) The holders of the Notes may at any time prior to the Maturity Date present the Notes to the Company in payment of the Exercise Price of all or any portion of the Warrants.

Exercise. (a) Each Subject to the provisions of Sections 4 and 7, the Warrants, when evidenced by a Warrant Certificate, may be exercised by the Registered Holder thereof in whole or in part at any time during the period (the "Exercise Period") commencing on or after _______________, 200__ (the Initial "Exercise Date") until ________________, but not after 200___ (the "Warrant Expiration Date", upon unless extended by a majority vote of the terms Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent and subject to the conditions set forth herein and in Registered Holders of any such extension of the applicable Warrant CertificateExercise Period. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date 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 shall be delivered, together with payment therefor, to the Company at its corporate offices located at 711 S. Carson Str▇▇▇, ▇▇▇▇▇ #▇, Carson City, NV, 89701 (the "Corporate Office"), in cash or by official bank or certified check, in an amount equal to the aggregate Exercise Price, in lawful money. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the securities number of Warrant Shares deliverable upon on such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant Shares as of the close of business on the Exercise Date. As soon 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 practicable of 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 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 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, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities number of Warrant Shares deliverable upon on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise (plus a Warrant Certificate for of any remaining unexercised Warrants Warrant. The Company may deem and treat the Registered Holders of the Warrants as he absolute owners thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the Common Stock unless the Registered Holder), unless Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of issuance Directors of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5 (b) In lieu determination of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares holders of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of entitled to any such shares dividend or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such sharerights.

Exercise. (a) 4.1. Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities Common Stock deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing writing, by mail or by telecopy of the exercise of the Warrants. Promptly following, and in any event within five three (3) 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 exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder)) unless within 24 hours of the receipt of the notice, unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent by telecopy to refrain from causing such issuance of certificates Warrant Certificates pending clearance of checks received in payment of the Exercise 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 (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 4.2. 5 (b) In lieu of exercising this If a Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at Certificate is surrendered for exercise within any period during which the Registered Holdertransfer books for the Company's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company determined by dividing (A) the aggregate Fair Value of such shares common stock or other securities otherwise issuable purchasable upon the exercise of this Warrant minus Warrants are closed for any reason, the aggregate Exercise Price Company shall not be required to make delivery of certificates for the securities purchasable upon such shares by (B) exercise until the Fair Value date of one such sharethe reopening of said transfer books.

Exercise. (a) Each Warrant may be exercised by For purposes of this Agreement, the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant Option Shares shall be deemed to “Nonvested Shares” unless and until they have been exercised immediately prior to 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. Subject to other terms and conditions set forth herein, the Option may be exercised in cumulative installments as follows: First Anniversary of the Grant Date 25% Second Anniversary of the Grant Date 50% Third Anniversary of the Grant Date 75% Fourth Anniversary of the Grant Date 100% Option Shares shall constitute Vested Shares once they are exercisable. (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. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share. (c) Notwithstanding any other provision of this Agreement, as of the business day immediately preceding a Change in Control, all Nonvested Shares shall become Vested Shares. (d) 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 Date and of the Option shall be made by delivery to the Company by you (or other person entitled to receive exercise the securities deliverable upon such exercise shall be treated for all purposes Option as provided hereunder) of (i) an executed “Notice of Exercise of Stock Option and Record of Stock Transfer,” in the holder of those securities deliverable upon such exercise shall be treated for all purposes form attached hereto as the holder of those securities upon the exercise Exhibit A and incorporated herein by reference, and (ii) payment of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, aggregate purchase price for shares purchased pursuant to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise. (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment e) Payment of the Exercise Price pursuant may be made, at your election, in cash, by certified or official bank check or by wire transfer of immediately available funds, or subject 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 (the "Warrant Proceeds") Company’s approval by delivery to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock having a fair market value as of the date of exercise equal to the Exercise Price. (f) In the event that you shall cease to be employed by the Company or any Subsidiary or parent thereof for any reason other than as a result of a Cause termination, your death or your Disability, or a termination of your employment by the Company without Cause, the Option may only be exercised within 90 days after the date on which you ceased to be so employed, and only to the same extent that you were entitled to exercise the Option on the date on which you ceased to be so employed and had not previously done so. (g) In the event that you shall cease to be employed by the Company or any Subsidiary or parent thereof due to a Cause termination, no portion of the Option shall continue to be exercisable as of your date of termination. (h) In the event that the Company terminates your employment without Cause, the Option, with respect to your unexercised Vested Shares, may only be exercised within the 90 days after the date on which you ceased to be so employed. The Option, with respect to all other Nonvested Shares, shall immediately be forfeited. (i) In the event that you shall cease to be employed by the Company or any Subsidiary or parent thereof by reason of Disability, the Option may only be exercised within one year after the date you ceased to be so employed, and only to the same extent that you were entitled to exercise the Option on the date on which you ceased to be so employed by reason of such Disability and had not previously done so. (j) In the event that you shall die while employed by the Company or any Subsidiary or parent thereof, the Option may be exercised at any time prior to its termination as provided in Section 2(a). In such event, the Option may be exercised during such period by the executor or administrator of your estate or by any person who shall have acquired the Option through bequest or inheritance, but only to the same extent that you were entitled to exercise the Option immediately prior to the time of your death and you had not previously done so. (k) If you are on leave of 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 Shares will be limited to the extent to which those rights were earned or vested when the leave or absence began (except to the extent vesting credit is required by applicable law). Notwithstanding the foregoing, you shall only be treated as continuing in the employ of the Company determined while you are on a leave of absence if the period of your leave does not exceed three months, or if longer, so long as your rights to reemployment with the Company are provided by dividing either statute or contract. If your period of leave exceeds three months and your right to reemployment is not provided either by statute or contract, your employment with the Company will be deemed to terminate on the first day immediately following such three-month period (Aand your right to exercise the Option following your termination of employment will be governed by Section 2(g), (h), (i) and (j) as applicable). (l) The terms and provisions of the aggregate Fair Value of such shares employment agreement, if any, between you and the Company or other securities otherwise issuable upon exercise any Subsidiary (the “Employment Agreement”) that relate to or affect the Option are incorporated herein by reference. Notwithstanding the foregoing provisions of this Warrant minus Section 2, in the aggregate Exercise Price event of such shares by (B) any conflict or inconsistency between the Fair Value terms and conditions of one such sharethis Section 2 and the terms and conditions of the Employment Agreement, the terms and conditions of the Employment Agreement shall be controlling.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), ) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of the Underwriter or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) If, at the Exercise Date in respect of the exercise of any Warrant after______, 1998, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a fee of 5% (the "Exercise Fee") of the Purchase Price to the Underwriter (of which a portion may be reallowed by the Underwriter to the dealer who solicited the exercise, which may also be the Underwriter or ▇.▇. ▇▇▇▇▇ & Co., Inc.). In lieu the event the Exercise Fee is not received within five days of exercising this the date on which the Company receives Warrant as specified in Section 4(aProceeds, then the Exercise Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), above, a Registered Holder may from time payable by the Company to time the Underwriter at the Registered Holder's option convert time the Underwriter receives the Exercise Fee. Within five 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 Warrantsection 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the Underwriter, including legal fees, in whole connection with the solicitation, redemption or in part, into a number of shares of Common Stock exchange of the Warrants. In addition, the Underwriter and the Company determined by dividing (A) may at any time during business hours, examine the aggregate Fair Value records of such shares or other securities otherwise issuable upon exercise the Warrant Agent, including its ledger of this original Warrant minus Certificates returned to the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.Warrant Agent

Exercise. (a) Each Class D Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A 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 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 after the Exercise Date, 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 the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise , (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of b) On the Exercise Price pursuant to such Warrants. Upon Date in respect of the exercise of any Warrant and clearance of the funds receivedClass D Warrant, the Warrant Agent shall promptly remit shall, simultaneously with the payment received for distribution of the Warrant Proceeds to the Company, on 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 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 reverse side of each Class D Warrant exercised. In addition, Paramount and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Class D Warrants. Paramount is intended by the parties hereto to be, and is, a third-party beneficiary of this Agreement. The provisions of this paragraph may not be modified, amended or 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 to the amount or payment of the Paramount Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company or as of the Warrant Proceeds unless and until the Company may direct in writing. 5 (b) In lieu establishes an escrow account for the purpose of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at depositing the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock entire amount of the unpaid Paramount Fee claimed by Paramount, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company determined without a written agreement from Paramount that the required Paramount Fee has been received by dividing (A) Paramount. Paramount shall promptly notify the aggregate Fair Value Warrant Agent by facsimile and certified mail in the event of any such shares dispute or other securities otherwise issuable upon exercise of this Warrant minus when the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareParamount Fee has been paid.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant Warrant, and shall notify the Company promptly after clearance of checks received in writing payment of the exercise of the Purchase Price pursuant to such Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise, (plus a Warrant Certificate certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, unless prior to in the date case of issuance payment made in the form of a check drawn on an account of ▇▇▇▇▇ or such certificates other investment banks and brokerage houses as the Company shall instruct the Warrant Agent to refrain from causing such issuance of approve, certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsshall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5. (b) In lieu If on the Exercise Date in respect of exercising this the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant as specified in Section 4(awas solicited by a member of the National Association of Securities Dealers, Inc. ("NASD"), above(iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such regulation or any successor regulation or rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the receipt of the proceeds upon exercise of the Warrant(s) so exercised shall pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price to ▇▇▇▇▇ (of which a portion may be reallowed to the dealer who solicited the exercise). Within five days after exercise the Warrant Agent shall send ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, ▇▇▇▇▇ may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of ▇▇▇▇▇. Market price shall be determined in accordance with the provisions of Section 10. (c) The Registered Holder may from time to time may, at the Registered Holder's option convert its option, exchange this Warrant, in whole or in partpart (a "Warrant Exchange"), into a the number of shares of Common Stock Warrant Shares determined in accordance with this Section (4)(c), by surrendering the Warrant Certificate at the principal office of the Company determined or at the office of its stock transfer agent, accompanied by a notice stating such Registered Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Registered Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Registerd Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the aggregate Fair Value product of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Total Number and the existing Purchase Price of such shares by (B) the Fair Value current market value of one a share of Common Stock. Current market value shall have the meaning set forth Section 10(a) hereof, except that for purposes hereof, the date of exercise, as used in such shareSection 10(a) hereof, shall mean the Exchange Date.

Exercise. (a) Each Warrant may be exercised by For purposes of this Agreement, the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant Option Shares shall be deemed to “Nonvested Shares” unless and until they have been exercised immediately prior to 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. Subject to other terms and conditions set forth herein, the Option may be exercised in cumulative installments as follows: August , 2015 25% August , 2016 50% August , 2017 75% August , 2018 100% Option Shares shall constitute Vested Shares once they are exercisable. (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. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share. (c) Notwithstanding any other provision of this Agreement, as of the business day immediately preceding a Change in Control, all Nonvested Shares shall become Vested Shares. (d) Notwithstanding any other provision of this Agreement upon your termination of employment (or, if you are a consultant, termination of services to the Company as a consultant) due to your Retirement as determined by the Board in their sole and absolute discretion, all Nonvested Shares shall become Vested Shares. (e) 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 Date and of the Option shall be made by delivery to the Company by you (or other person entitled to receive exercise the securities deliverable upon such exercise shall be treated for all purposes Option as provided hereunder) of (i) an executed “Notice of Exercise of Stock Option and Record of Stock Transfer,” in the holder of those securities deliverable upon such exercise shall be treated for all purposes form attached hereto as the holder of those securities upon the exercise Exhibit A and incorporated herein by reference, and (ii) payment of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, aggregate purchase price for shares purchased pursuant to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise exercise. (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment f) Payment of the Exercise Price pursuant may be made, at your election, in cash, by certified or official bank check or by wire transfer of immediately available funds, or subject 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 (the "Warrant Proceeds") Company’s approval by delivery to the Company or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock having a fair market value as of the Company determined date of exercise equal to the Exercise Price. (g) In the event that you shall cease to be employed by dividing (Aor, with respect to consultants, cease to provide services to) the aggregate Fair Value Company or any Subsidiary or parent thereof due to your resignation without Good Reason, the Option may only be exercised within 90 days after the date on which you ceased to be so employed (or, with respect to consultants, ceased to so provide services), and only to the same extent that you were entitled to exercise the Option on the date on which you ceased to be so employed (or provide services) and had not previously done so. (h) In the event that you shall cease to be employed by (or, with respect to consultants, cease to provide services to) the Company or any Subsidiary or parent thereof due to a Cause termination, no portion of the Option shall continue to be exercisable as of your date of termination. (i) In the event that the Company terminates your employment (or, with respect to consultants, terminates your services as a consultant) without Cause or you resign for Good Reason,) the Option, with respect to your unexercised Vested Shares (as so adjusted), may only be exercised within the 90 days after the date on which you ceased to be so employed (or, with respect to consultants, ceased to provide services as a consultant). The Option, with respect to all other Nonvested Shares, shall immediately be forfeited. (j) In the event that you shall cease to be employed by (or, with respect to consultants, cease to provide services to) the Company or any Subsidiary or parent thereof by reason of Disability, the Option may only be exercised within one year after the date you ceased to be so employed (or, with respect to consultants, ceased to provide services as a consultant), and only to the same extent that you were entitled to exercise the Option on the date on which you ceased to be so employed (or provided services) by reason of such shares Disability and had not previously done so. (k) In the event that you shall die while employed by (or, with respect to consultants, providing services to) the Company or other securities otherwise issuable upon any Subsidiary or parent thereof, the Option may be exercised at any time prior to its termination as provided in Section 2(a). In such event, the Option may be exercised during such period by the executor or administrator of your estate or by any person who shall have acquired the Option through bequest or inheritance, but only to the same extent that you were entitled to exercise the Option immediately prior to the time of your death and you had not previously done so. (l) If you are on leave of 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 Shares will be limited to the extent to which those rights were earned or vested when the leave or absence began. Notwithstanding the foregoing, you shall only be treated as continuing in the employ of or providing services to the Company while you are on a leave of absence if the period of your leave does not exceed three months, or if longer, so long as your rights to reemployment with the Company are provided by either statute or contract. If your period of leave exceeds three months and your right to reemployment is not provided either by statute or contract, your employment (or with respect to consultants, your services) with the Company will be deemed to terminate on the first day immediately following such three-month period (and your right to exercise the Option following your termination of employment or services will be governed by Section 2(g), (h), (i) and (j) as applicable). (m) The terms and provisions of the Employment Agreement between you and the Company dated August , 2014 (the “Employment Agreement”) that relate to or affect the Option are incorporated herein by reference. Notwithstanding the foregoing provisions of this Warrant minus Section 2, in the aggregate Exercise Price event of such shares by (B) any conflict or inconsistency between the Fair Value terms and conditions of one such sharethis Section 2 and the terms and conditions of the Employment Agreement, the terms and conditions of the Employment Agreement shall be controlling. The capitalized terms “Cause” and “Good Reason” as used herein have the meanings ascribed thereto in the Employment Agreement.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after later than the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date 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 deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant Warrant, and shall notify the Company promptly after clearance of checks received in writing payment of the exercise of the Purchase Price pursuant to such Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, unless prior to in the date case of issuance payment made in the form of a check drawn on an account of RAS or such certificates other investment banks and brokerage houses as the Company shall instruct the Warrant Agent to refrain from causing such issuance of approve, certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsshall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. 5. (b) In lieu If on the Exercise Date in respect of exercising this Warrant the exercise of any Warrant, (i) the current market value (determined as specified provided in Section 4(a10 hereof) of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the NASD, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended (as such regulation or any successor regulation or rule may be in effect as of such time of exercise), abovethen the Warrant Agent, simultaneously with the receipt of the proceeds of the exercise of the Warrant(s) so exercised shall pay from such proceeds, a Registered Holder fee of 5% of the Purchase Price to RAS (of which up to 1% may from time be re-allowed to time at the Registered Holder's option convert this dealer who solicited the exercise). Within five days after exercise of a Warrant, in whole or in part, into the Warrant Agent shall send RAS a number of shares of Common Stock copy of the Company reverse side of each Warrant exercised. RAS shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). Market price shall be determined by dividing (A) in accordance with the aggregate Fair Value provisions of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareSection 10.

Exercise. (a) Each Warrant Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof at any time on or after commencing with the Initial Warrant Exercise Date, but not after 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. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and 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 those such securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, Date and in any event within five business days after the date of such notice from the Warrant Agentdate, the Warrant Agent, Agent on behalf of the Company, Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, same a Common Stock certificate or certificates for the securities shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder)exercise, unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent shall deliver the same to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrantsperson or persons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrant, the Warrant Agent shall promptly remit notify the payment received for Company in writing of such fact and of the Warrant number of securities delivered upon such exercise and, subject to subsection (the "Warrant Proceeds"b) below, shall cause all payments of an amount in cash or by check made payable to the Company or as order of the Company may direct Company, equal to the Purchase Price, to be deposited promptly in writing. 5the Company's bank account. (b) In lieu At any time upon the exercise of exercising this any Warrants after 181 days from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Underwriter, and its successors or assigns, of the exercise of any such Warrants and shall, on a (1) the Underwriter shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as specified in Section 4(aamended, (the "Exchange Act"), aboveor 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 Underwriter's Warrants, or (3) the market price of the Common Stock on the subject Exercise Date is lower than the Purchase Price, or (4) the Warrants are held in a Registered Holder discretionary account, or (5) the Warrants are exercised in an unsolicited transaction, in any of which events the Warrant Agent shall pay such amount to the Company; provided that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregate $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. (c) The Company shall not be required to issue fractional shares upon the exercise of Warrants. Warrants may from time only be exercised in such multiples as are required to time permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder's option convert this Warrant, in the number of whole or in part, into a shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to 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 price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges or Nasdaq/NM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on either the NYSE or the AMEX and is not traded on Nasdaq/NM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the last sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock is not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX, and is not traded on Nasdaq/NM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (5) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such sharein accordance with generally accepted accounting principles, consistently applied.

Exercise. A. Subject to the provisions of Section 5 H. below, a Rights Holder may exercise Rights held by such Rights Holder by properly completing, signing and delivering the Subscription Rights Certificate representing such Rights, with any required signature guarantees, together with payment in full of the Subscription Price for the aggregate number of Underlying Shares subscribed for pursuant to such Rights Holder’s exercise of the Basic Subscription Privilege. Subject to the provisions of Section 5 H. below, a Rights Holder may also exercise Basic Subscription Privileges by complying with the procedures described in Section 5 F, below, with respect to DTC Exercised Rights (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Dateas hereinafter defined). Except as provided in Sections 5 D. and 5 F., but not after the Warrant Expiration Datebelow, upon the terms and subject to Section 6, below, Subscription Rights Certificates and payment of the conditions Subscription Price must be received by the Agent before the Expiration Time, and a Right will not be deemed exercised until the Agent receives both payment of the Subscription Price and a duly executed Subscription Rights Certificate (or until the Guaranteed Delivery Procedures set forth herein and in Section 5 D., below, or the procedures with respect to DTC Exercised Rights set forth in Section 5 F., below, have been complied with). Once a Rights Holder has exercised a Right, such exercise may not be revoked. The Rights will expire at the Expiration Time. The Company may notify the Subscription Agent either orally or in writing of any extension of the Expiration Time. If the Company gives an oral notice of an extension, it will confirm such extension in writing. B. Unless a Subscription Rights Certificate (i) provides that the Underlying Shares to be issued pursuant to the exercise of Rights represented thereby are to be registered in the applicable Warrant name of and delivered to the registered holder of such Subscription Rights Certificate, or (ii) is submitted for the account of a member firm of a Signature Guarantee Medallion Program (each, an “Eligible Institution”), signatures on such Subscription Rights Certificate must be guaranteed by an Eligible Guarantor Institution, as defined in Rule 17Ad-15(a)(2) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). C. The Subscription Price will be payable in United States dollars (i) by check, certified check or bank draft drawn upon a United States bank, or postal, telegraphic or express money order, payable to the order of the Agent, or (ii) by wire transfer of funds to the account of the Agent, as agent for the Company maintained for such purpose at the ▇▇▇▇▇▇ Trust and Savings Bank, Chicago, IL, ABA #: 071 000 288; For further credit to account number: ▇▇▇▇▇▇▇; Name on Account: Computershare / CanArgo Energy Corporation Rights Offering; Reference: CanArgo Energy Corporation/ Account Name; credit to (Subscriber’s name, for further credit to CanArgo Energy Corporation Rights Offering). A Warrant shall The Subscription Price will be deemed to have been exercised immediately received by the Agent only upon (i) clearance of any uncertified check, (ii) receipt by the Agent of any certified check or bank draft drawn upon a United States bank, or any postal, telegraphic or express money order, or (ii) receipt of collected funds in the Agent’s account designated above, in payment of the Subscription Price. D. If a Rights Holder (other than a Foreign Record Date Rights Holder for whom the following procedures will not be available) wishes to exercise Rights, but time will not permit such Rights Holder to cause the Subscription Rights Certificate or Certificates evidencing such Rights to reach the Agent at or prior to the close Expiration Time, such Rights may nevertheless be exercised if all of business the following conditions (the “Guaranteed Delivery Procedures”) are met: (i) Such Rights Holder has caused payment in full of the Subscription Price for the aggregate number of Underlying Shares subscribed for pursuant to such Rights Holder’s exercise of the Basic Subscription Privilege to be received as set forth in Section 5 C. above, by the Agent at or before the Expiration Time; (ii) The Agent receives, at or prior to the Expiration Time, a guarantee notice (a “Notice of Guaranteed Delivery”), substantially in the form of Exhibit D attached hereto, from an Eligible Institution, stating the name of the exercising Rights Holder, the number of Rights represented by the Subscription Rights Certificate or Certificates held by such exercising Rights Holder, the number of Underlying Shares being subscribed for pursuant to the Basic Subscription Privilege, and guaranteeing the delivery to the Subscription Agent of the Subscription Rights Certificate or Certificates evidencing such Rights within three (3) consecutive days on which there is the trading of securities on The American Stock Exchange (“AMEX Trading Days”) following the date of the Notice of Guaranteed Delivery; and (iii) The properly completed Subscription Rights Certificate or Certificates evidencing the Rights being exercised, with any required signatures guarantee, are received by the Agent within three (3) AMEX Trading Days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Agent in the same manner as Subscription Rights Certificates, or may be transmitted to the Agent by telegram or facsimile transmission (telecopy no. (▇▇▇) ▇▇▇-▇▇▇▇). E. If a Subscription Rights Certificate does not indicate the number of Underlying Shares subscribed for or if the Subscription Price payment forwarded to the Agent is insufficient to purchase the number of Underlying Shares subscribed for, the Rights Holder will be deemed to have exercised the Basic Subscription Privilege with respect to the maximum number of whole Underlying Shares that may be subscribed for based on the Exercise Date Subscription Price delivered to the Agent and, to the extent that the payment delivered by such Rights Holder exceeds the aggregate Subscription Price with respect to the Basic Subscription Privilege, the Rights Holder will be refunded the amount of the overpayment without interest. F. Rights may be transferred, and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant Basic Subscription Privilege may be effected, through the facilities of The Depository Trust Company (Rights so exercised are referred to as of “DTC Exercised Rights”). G. The Agent will pay to, credit to the close of business on the Exercise Date. As soon as practicable on account of, or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify otherwise transfer to the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered all funds received by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Subscription Price for Underlying Shares subscribed for pursuant to the Basic Subscription Privilege as soon as practicable following the Expiration Time. Pending such Warrants. Upon payment, all such funds shall be handled and transmitted in accordance with the exercise provisions of any Warrant and clearance of Rule 15c2-4 under the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Exchange Act. H. The Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), above, a Registered Holder may from time to time at notify the Registered Holder's option convert this Warrant, in whole Agent either orally or in part, into a number of writing that (1) it will not issue shares of Common Stock to any Rights Holder who is required, in the Company’s sole judgment and discretion, to obtain prior clearance, approval or nondisapproval from any foreign or domestic state or federal bank regulatory authority to own or control such shares unless, prior to the Expiration Time, evidence of such clearance, approval or nondisapproval has been provided to the Company; or (2) it will limit the number of shares issuable to any Rights Holder if, as a result of exercises of Rights, in the aggregate or to any Rights Holder, there exists a risk, in the Company’s sole judgment and discretion, that certain tax benefits will be subject to limitation under Section 382 of the Company determined by dividing Internal Revenue Code of 1986, as amended (Athe “Code”) or there exists a risk of any other adverse tax consequence to the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such shareCompany.