Common use of Exercise Clause in Contracts

Exercise. 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 upon exercise 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 such 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, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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 to the Company or as the Company may direct in writing.

Exercise. Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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. 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 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 upon the exercise thereof of the Warrant 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 such exercisethe 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, exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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 to the Company or as the Company may direct in writing.

Exercise. (a) Each Class C 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 Class C 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 upon the exercise thereof of the Class C Warrant as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe 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, (plus a certificate for any remaining unexercised Class C Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants). Notwithstanding the foregoing, in In the case of payment made in the form of a check drawn on an account of Paramount or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or nor any delay, provided prompt notice shall be given to the Company following such exercise. Upon the exercise of any Class C Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Class C Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to the provisions of Subsections 4(b) and 4(c). (b) On the Exercise Date in respect of the exercise of any Class C Warrant, the Warrant Agent shall, simultaneously with the distribution of the Warrant Proceeds to the Company, on behalf of the Company, pay from the Warrant Proceeds, a fee of five percent (5%) (the "Paramount Fee") of the Purchase Price to Paramount for Class C Warrant exercises solicited by Paramount or its representatives (of which a 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 (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 time Paramount receives the Paramount Fee. Within five (5) days after exercise the Warrant Agent shall send Paramount a copy of the reverse side of each Class C Warrant exercised. In addition, Paramount and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Class C Warrants. Paramount is intended by the parties hereto to be, and is, a third-party beneficiary of this Agreement. The provisions of this paragraph may not be modified, amended or 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 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 dispute or when the Paramount Fee has been paid.

Exercise. (a) Each Class D 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 Class D 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 upon the exercise thereof of the Class D Warrant as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe 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, exercise (plus a certificate for any remaining unexercised Class D Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants). Notwithstanding the foregoing, in In the case of payment made in the form of a check drawn on an account of Paramount or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or nor any delay. Upon the exercise of any Class D Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Class D Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to the provisions of Subsections 4(b) and 4(c). (b) On the Exercise Date in respect of the exercise of any Class D Warrant, the Warrant Agent shall, simultaneously with the distribution of the Warrant Proceeds to the Company, on 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 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 dispute or when the Paramount Fee has been paid.

Exercise. 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 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 applicable Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the applicable Exercise Date. As soon as practicable on DTC, a Holder (or after the applicable 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 of such exercise. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, Participant acting on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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 may exercise Warrants by delivering to the Warrant Agent, certificates shall immediately (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 issued without prior notice exercised (A) in the form attached as Annex A to the Company Global Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”) , (ii) within one (1) Trading Day following the delivery of the Election to Purchase, Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (iii) within the earlier of (A) two (2) Trading Days and (B) the number of Trading Days comprising the Standard Settlement Period (as defined in the Global Warrant) following the date of exercise as aforesaid, the Exercise Price for each Warrant to be exercised (and, if applicable, any delay. Upon taxes or charges due in connection with the exercise of any Warrant and clearance such Warrants), in lawful money of the funds received, 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 promptly remit have the payment received for 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 or as for cancellation within three (3) Trading Days of the Company may direct in writingdate 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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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, 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 the event the Solicitation Fee is not received within five days of the date on which the Company receives Warrant Proceeds, then the Solicitation Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), payable by the Company to the Underwriters at the time the Underwriters receives the Solicitation Fee. Within five days after exercise the Warrant Agent shall send to the Underwriters a copy of the reverse side of each Warrant exercised. The Underwriters shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, the Underwriters and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or 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 Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the 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 Royce.

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 upon exercise thereof as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercise. Promptly followingWarrant, and promptly after clearance of checks received in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf payment of the CompanyExercise Price pursuant to such Warrants, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants). Notwithstanding the foregoing, in 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 Agentapprove, 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 to the Company or as the Company may direct in writing. (b) The Registered Holder may, at its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (4)(c), by surrendering the Warrant Certificate at the principal office of the Company 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 product of the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall have the meaning set forth Section 10(a) hereof, except that for purposes hereof, the date of exercise, as used in such Section 10(a) 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 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 thereof 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 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 such exercisethe 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 certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Exercise 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. Each Warrant (a) 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 applicable Initial Warrant Exercise Date, but not after the applicable 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, 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 Exercise Date and 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 upon exercise thereof of such securities as of the close of business on the applicable Exercise Date. As soon as practicable 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 such 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 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 certificate for any remaining unexercised Warrants of The Warrant 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 Purchase Price pursuant to such Warrants. Notwithstanding the foregoingperson, 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 delaypersons 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 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 order of the Company, in respect of the Purchase Price to be deposited promptly in the Company's bank account, or delivered to the Company. (b) 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 fractional interests. Any fraction equal to or greater than one-half (1/2) shall be rounded up to the next full share or Class A Warrant, as the Company case may direct in writingbe.

Exercise. Each Warrant (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 applicable Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company of an amount in lawful money of the United States of America equal to the applicable Exercise Date and 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 upon exercise thereof of such securities 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 such exercise. 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 certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of shall deliver the 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 same to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company person or any delaypersons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to Section 4(b) hereof, shall cause all payments in cash or by check made payable to the order of the Company in respect of the Purchase Price to be deposited promptly in the Company's bank account or delivered to the Company. (b) At any time upon the exercise of any Warrants after one year and one day from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the 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 no event later than five business days after the last day of the calendar week in which such funds were tendered), for services rendered by the Underwriter to the Registered Holders of the Warrants then being exercised, remit to the Underwriter an amount equal to five percent (5%) of the Purchase Price of such Warrants then being exercised unless the Underwriter shall have notified the Warrant Agent that the payment received for 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 rounding any fraction up to the next full share or Warrant, as the Company case may direct in writingbe, or other securities, properties or rights.

Exercise. Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Warrant is detached from the Unit and is separately traded, (the 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. 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 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 upon the exercise thereof of the Warrant 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 such exercisethe 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 certificate for any remaining unexercised Warrants of the Registered Holder) unless ); provided, 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 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. 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.

Exercise. (a) Each Class A Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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 Registered Holder of those securities upon the exercise thereof of the Warrant as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe 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, exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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. (b) If, subsequent to , 1999 in respect of __________ the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrants, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and such member was designated in writing by the holder of such Warrant as having solicited such Warrant, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised, shall, on behalf of the Company, pay to Patterson from the proceeds recei▇▇▇ ▇▇▇▇ exercise of the Warrant(s), a fee of 5% of the Purchase Price (of which 1% may be reallowed to the dealer who solicited the exercise, which may also be Patterson). Within five days ▇▇▇▇▇ ▇▇ercise, the Warrant 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 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 Patterson.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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 upon the exercise thereof of the Warrant as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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 upon the exercise thereof of the Warrant as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants). Notwithstanding the foregoing, in In the case of payment made in the form of a check drawn on an account of Paramount or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) On the Exercise Date in respect of the exercise of any Warrant, the Warrant Agent shall, simultaneously with the distribution of the Warrant Proceeds to the Company, on behalf of the Company, pay from the Warrant Proceeds, a 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 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 of prime plus three (3)%, payable by the Company to Paramount at the time Paramount receives the Paramount Fee. Within five days after exercise the Warrant Agent shall send Paramount a 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 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 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 Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the 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 dispute and when the Paramount Fee has been paid.

Exercise. Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Exercise Dateissuance thereof, 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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrant. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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.

Exercise. Each Warrant (a) 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 applicable Initial Exercise Datefinal closing of the Private Offering, but not after then the applicable Warrant Expiration Date, upon remaining exercise period under this clause (i) shall be tolled until the terms and 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 conditions set forth herein Series A Warrants terminate under this clause (i) unless a registration statement covering the Warrant Shares shall have then been in effect for 45 days prior to such termination, and (ii) six years from the 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 the applicable Warrant Certificate. their sole discretion, deem reasonable and necessary. (b) Each Series A Warrant shall be deemed to have been exercised immediately prior to the close of business on the applicable 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 upon exercise thereof of such Warrant Shares as of the close of business on the applicable 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 or after the applicable Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a any Series A Warrant or scrip or cash therefore and such fractional shares shall notify be of no value whatsoever. (d) Within ten days after the Company in writing of such exercise. Promptly following, Exercise 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 certificate for . No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any remaining unexercised Warrants Series A Warrant. All shares of Common Stock delivered upon the exercise of the Series A Warrants shall be validly issued, fully paid and non-assessable. Any Series A Warrants redelivered to the Registered HolderHolder 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 the Board of issuance Directors for the determination of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance holders of certificates pending clearance of checks received in payment of the Purchase Price pursuant Common Stock entitled 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 dividends 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 to the Company or as the Company may direct in writingother rights.

Exercise. Each Warrant (a) 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 applicable Initial Exercise Date, but not after the applicable 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 applicable 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 upon exercise thereof as of the close of business on the applicable Exercise DateCompany may permit. As soon as practicable on or after the applicable Exercise DateAt minimum, the Warrant Agent written notice shall deposit identify the proceeds received from Option being exercised, shall state the number of shares of Common Stock with respect to which the Option is being exercised, and shall include payment for the shares of Common Stock with respect to which the Option is being exercised. The payment for shares of Common Stock acquired pursuant to the exercise of a Warrant and the Option shall notify be made at the Company in writing of such 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 principal office of the Company, as described in Section 7, below. (c) Upon the exercise of the Option and upon the receipt by the Company of the payment for the shares of Common Stock pursuant to the exercise of the Option, the 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 certificate for any remaining unexercised Warrants 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 Registered Holder) unless prior to exercising Executive or in such name jointly with the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of such investment banks and brokerage houses Executive 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 to the Company or as the Company Executive may direct in writingthe written notice of exercise.

Exercise. Each Warrant (a) 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 applicable Initial Warrant Exercise Date, but not after and ending at the applicable 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, 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 Exercise Date and 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 upon exercise thereof of such securities 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 such exercise. 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 certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of shall deliver the 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 same to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company person or any delaypersons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) At any time upon the exercise of any Warrants after one (1) year and one day from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representative, and its successors or assigns, of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Purchase Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the Representative (so long as the Representative solicited the exercise of such Warrants as indicated upon the Subscription Form attached to the Warrant Certificate tendered for exercise), an amount equal to five percent (5%) of the Purchase Price of such Warrants being then exercised unless (1) the Representative shall have notified the Warrant Agent that the payment received 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 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 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 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 Company 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 may direct ending prior to the date of exercise, determined in writingaccordance with generally accepted accounting principles, consistently applied.

Exercise. Each (a) This Warrant may be exercised by the Registered Holder thereof at one time, in whole or minimum increments of 10,000 shares, on any time business day on or after before the applicable Initial Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms expiration date listed above by presentation and subject surrender hereof 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 Corporation at its principal office of business on the applicable Exercise Date a written exercise request and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as Exercise Price in lawful money of the close United States 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 such 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, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made America in the form of a check drawn on an account of such investment banks and brokerage houses as wire transfer or check, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder shall approve in writing be deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Corporation shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. The Corporation shall pay any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the Warrant AgentShares. (b) At any time during the period from issuance to expiration (the "Exercise Period"), certificates the Holder may, at its option, exchange this Warrant, in whole or minimum increments of 10,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant at the principal office of the Company, accompanied by a written notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall immediately be issued without prior notice to take place on the date the Notice of Exchange is received by the Company or any delaysuch later date as may be specified in the Notice of Exchange (the "Exchange Date"). Upon Certificates for the exercise 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 clearance acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the funds received, Total Number and the Warrant Agent existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall promptly remit be the payment received average closing trading price for the Warrant 5 trading day period prior to the Company or as the Company may direct in writingExchange Date.

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 upon exercise thereof as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercise. Promptly followingWarrant, and promptly after clearance of checks received in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf payment of the CompanyPurchase Price pursuant to such Warrants, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants). Notwithstanding the foregoing, in 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 Agentapprove, 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 to the Company or as the Company may direct in writing. (b) If on the Exercise Date in respect of the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the receipt of the proceeds upon exercise of the Warrant(s) so exercised shall pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price to ▇▇▇▇▇ (of which a portion may be reallowed to the dealer who solicited the exercise). Within five days after exercise the Warrant Agent shall send ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, ▇▇▇▇▇ may at any time during business hours, examine the 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.

Exercise. Each Warrant (a) 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 applicable Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 4(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, 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 Exercise Date and 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 upon exercise thereof of such securities 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 such exercise. 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 certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of shall deliver the 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 same to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company person or any delaypersons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrant, the Warrant Agent shall promptly remit notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) In addition to the method of payment received set forth in Section 4(a) and in lieu of 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 in the manner and at the place specified in Section 4(a) as payment of the aggregate Purchase Price per share for the Warrant Warrants to be exercised. The number of Warrants or shares of Common Stock to be surrendered in payment of the 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. (c) The Company shall not be required to issue fractional shares upon the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company may direct 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 writingcash equal to such fraction multiplied by the then current Fair Market Value of a share of Common Stock.

Exercise. Each Warrant (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 applicable Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company, of an amount in lawful money of the United States of America equal to the applicable Exercise Date and 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 upon exercise thereof of such securities 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 such exercise. 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 certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of shall deliver the 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 same to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company person or any delaypersons 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 number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) At any time upon the exercise of any Warrants after one (1) year and one day from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the 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 Company or Underwriter (so long as the Company may direct Underwriter solicited the exercise of such Warrant as indicated upon the Subscription Form attached to the Warrant Certificate tendered for exercise), an amount equal to seven percent (7%) of the Purchase Price of such Warrants being then exercised if written certification is received that (i) the Warrant is exercised at least 12 months after the date of 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 writing.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. 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 upon exercise 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 writing, by mail or by telecopy of such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to within 24 hours of the date receipt of issuance of such certificates the notice, 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 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 to the Company or as the Company may direct in writing.

Exercise. Each Warrant may be exercised by the Registered Holder thereof at At any time on or after during which the applicable Initial Exercise Date, but not after Company Option is exercisable pursuant to Section 2 (the applicable Warrant Expiration Date"Repurchase Period"), upon demand by Parent, Parent shall have the terms right to sell to Company (or any successor entity thereof), and subject Company (or such successor entity) shall be obligated to repurchase from Parent (the "Put"), and upon demand by Company, Company (or any successor entity thereof) shall have the right to purchase from Parent and Parent shall be obligated to sell to Company (or any successor entity) (the "Call"), all or any portion of the Company Option, to the conditions extent not previously exercised, at the price set forth herein and in subparagraph (i) below, or all or any portion of the Company Shares purchased by Parent pursuant thereto, at a price set forth in subparagraph (ii) below: (i) The difference between the "Market/Tender Offer Price" for shares of Company Common Stock as of the date (the "Notice Date") notice of exercise of the Put or Call, as the case may be, is given to the other party (defined as the higher of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Takeover Proposal (as defined in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately Reorganization Agreement) which was made prior to the close of business on the applicable Exercise Notice Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof not terminated or withdrawn as of the close Notice Date (the "Tender Price") or (B) the average of business the closing prices of shares of Company Common Stock on the applicable Exercise Date. As soon as practicable on or after Nasdaq National Market for the applicable Exercise Date, ten trading days immediately preceding the Warrant Agent shall deposit Notice Date (the proceeds received from the exercise of a Warrant and shall notify the Company in writing of such exercise. Promptly following"Market Price")), and in any event within five days after the date of such notice from the Warrant AgentExercise Price, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered multiplied by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants number of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price Shares purchasable 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 Option (or any delay. Upon portion thereof with respect to which Parent is exercising its rights under this Section 7), but only if the exercise of any Warrant and clearance of Market/Tender Offer Price is greater than the funds received, the Warrant Agent shall promptly remit the payment received Exercise Price. (ii) The Exercise Price paid by Parent for the Warrant Company Shares acquired pursuant to the Company Option plus the difference between the Market/Tender Offer Price and the Exercise Price, but only if the Market/Tender Offer Price is greater than the Exercise Price, multiplied by the number of Company Shares so purchased. (iii) Notwithstanding subparagraphs (i) and (ii) above, in no event shall the proceeds payable to Parent pursuant to this Section 7 exceed the sum of (x) $35,000,000 plus (y) the Exercise Price multiplied by the number of Company Shares purchased minus (z) any amount paid to Parent by Company pursuant to Section 7.3(b) or as Section 7.3(c) of the Company may direct in writingReorganization Agreement.

Exercise. Each Warrant may (1) 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 applicable Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in 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, 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 Exercise Date and 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 upon exercise thereof of such securities as of the close of business on the applicable 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 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 such exercise. 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 certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates and the Company shall instruct deliver the Warrant Agent same to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of such investment banks and brokerage houses as the person or persons entitled thereto. (b) The Company shall approve in writing be not obligated to the issue any fractional share interests or fractional Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. 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 be rounded up to the Company next full share or Warrant, as the Company case may direct in writingbe, 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 applicable Initial Exercise Datedate of issuance, 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 upon the exercise thereof of the Warrant 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 such exercisethe 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 certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of either of the Underwriters 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. (b) If, at the Exercise Date in respect of the exercise of any Warrant after ______, 1999, (i) the market price of the Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in writing on the Warrant Certificate Subscription Form, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 four percent (4%) (the "Solicitation Fee") of the Purchase Price to the Underwriters (of which a portion may be reallocated by the Underwriters to the dealer who solicited the exercise). In the event the Solicitation Fee is not received within five days of the date on which the Company receives Warrant Proceeds, then the Solicitation Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), payable by the Company to the Underwriters at the time the Underwriters receive the Solicitation Fee. Within five days after exercise the Warrant Agent shall send to each of the Underwriters a copy of the reverse side of each Warrant exercised. The Underwriters shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, the Underwriters and the Company may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of the Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of each of the Underwriters. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Solicitation Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Solicitation Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from each of the Underwriters that the required Solicitation Fee has been received by the Underwriters.

Exercise. Each 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 (and the Company shall be obligated to issue and sell to such holder) 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 December 17, 2018 (as it may be exercised by amended from time to time, the Registered Holder thereof “License”) between Carnegie Mellon, as licensor, and the Company, as licensee. The Warrant shall be exercisable upon the earlier of (i) the day that Licensee’s cumulative capital funding and/or receipt of cumulative Revenuesequals the sum of Two Million Dollars (U.S. $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 Owners of the Company immediately before such transaction do not continue to control at any time on or 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 Initial triggering event described in the immediately preceding sentence (the “Exercise DatePeriod”). This Warrant shall be automatically exercised in full, but to the extent not after the applicable 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 applicable Exercise Date and the person entitled to receive the securities deliverable Shares upon such exercise shall be treated for all purposes as the holder upon exercise thereof as surrender of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such 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, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price Exercise Price, and thereafter all rights under this Warrant Certificate, other than the rights granted with respect to Warrant Shares pursuant to such Warrants. Notwithstanding the foregoingSection 11, in the case of payment made in the form of a check drawn on an account shall cease as 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 to the Company or as the Company may direct in writingtime.

Exercise. Each Warrant (a) Redeemable 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 applicable Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Redeemable Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, PROVIDED that the Warrant Certificate representing such Redeemable Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by certified or bank check made payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Exercise Date and 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 upon exercise thereof of such securities as of the close of business on the applicable Exercise Date. If Redeemable Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock or Units, as the case may be, which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock or Units, as the case may be, issuable upon such exercise. 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 such exercise. Promptly following, Date and in any event within five days Business Days after the date of such notice from the Warrant Agentdate, if one or more Redeemable 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 or Units, as the case may be, deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of shall deliver the 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 same to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company person or any delaypersons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedone or more Redeemable Warrants, the Warrant Agent shall promptly remit notify the payment received Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount, in cash or by check made payable to the order of the Company, equal to the Exercise Price for such Redeemable Warrants less any amount payable to the Representatives under Section 4(b) below, to be deposited promptly in the Company's bank account. (b) At any time upon the exercise of any one or more Redeemable Warrants occurring on or after the first anniversary of the Initial Warrant Exercise Date, the Warrant Agent shall, on a daily basis, within five Business Days after such exercise, notify the Representatives, its successors or assigns of the exercise of any such Redeemable Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Exercise Price, but in no event later than five Business Days after the last day of the calendar week in which such funds were tendered), remit to the Representatives an amount equal to five percent of the Exercise Price of such Redeemable Warrants being then exercised; 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 $1,000 and the Warrant Agent's obligation to make such payments to the Representatives 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; and provided, further, that such remittance to the Representatives shall not be made with respect to any exercise of any Redeemable Warrant (i) that has an Exercise Price greater than the Current Market Price on the date of exercise, (ii) if such Redeemable Warrant is held in a discretionary account at the time of exercise and prior specific approval for exercise is not received from the Registered Holder thereof, or (iii) if the exercise of such Redeemable Warrant was not solicited by the Representatives. (c) The Company shall not be obligated to issue any fractional share interests or as fractional warrant interests upon the Company may direct exercise of any Redeemable Warrant or Redeemable Warrants, but instead shall pay cash in writinglieu of fractional interests based upon the current market value of any fractional shares. (d) The Warrant Agent shall retain for a period of two years from the date of exercise any Warrant Certificate received by it upon such exercise.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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 upon exercise 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 Date the Company in writing of such 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, (plus a certificate for any remaining unexercised Warrants of the Registered Holder). (b) unless prior The Registered Holder may, at its option, at any time on or after the Initial Warrant Exercise Date, exchange Warrants on a cashless basis, in whole or in part (a "Warrant Exchange"), for the number of 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 (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 product of the Total Number and the existing Exercise Price by (B) the current market price of a share of Common Stock. Current market price shall have the meaning set forth Section 11 hereof, except that for purposes hereof, the date of issuance of exercise, as used in such certificates Section 11 hereof, shall mean the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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 to the Company or as the Company may direct in writingExchange Date.

Exercise. Each Warrants may be exercised at any time during the period (the “Exercise Period”) 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 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 extent not exercised by such time the applicable Warrant Certificate. A Warrant Warrants 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 upon exercise 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 such 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, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrantsbecome void. Notwithstanding the foregoing, if the holder has elected to be subject to the Beneficial Ownership Limitation Provisions, as described in Section 1.11 of the case Securities Purchase Agreement, the holder of payment made in this Warrant shall not be entitled to receive shares of Common Stock upon exercise of this Warrant to the form 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 check drawn number of shares of Common Stock that exceeds the Maximum Percentage of the shares of Common Stock outstanding at such time. This limitation on an account of such investment banks and brokerage houses as the Company beneficial ownership shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior terminated (a) upon 61 days’ notice to the Company by the holder or any delay(b) immediately on the date that is 30 days prior to the expiration of the Exercise Period of the Warrants. Upon the Any purported delivery of shares of Common Stock upon exercise of any this Warrant shall be void and clearance have no effect to the extent (but only to the extent) that such delivery would result in the holder becoming the beneficial owner of more than the Maximum Percentage of the funds receivedshares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to the holder upon exercise of this Warrant is not made, in whole or in part, as a result of this limitation, the Warrant Agent shall promptly remit the payment received for the Warrant Company’s obligation to the Company or as the Company may direct in writing.make such

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 later than 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 Date, and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the 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 such exercise. Promptly followingWarrant, and promptly after clearance of checks received in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf payment of the CompanyPurchase Price pursuant to such Warrants, 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 certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants). Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of RAS or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agentapprove, 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 to the Company or as the Company may direct in writing. (b) If on the Exercise Date in respect of the exercise of any Warrant, (i) the current market value (determined as provided in Section 10 hereof) of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the NASD, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended (as such regulation or any successor regulation or rule may be in effect as of such time of exercise), then the Warrant Agent, simultaneously with the receipt of the proceeds of the exercise of the Warrant(s) so exercised shall pay from such proceeds, a fee of 5% of the Purchase Price to RAS (of which up to 1% may be re-allowed to the dealer who solicited the exercise). Within five days after exercise of a Warrant, the Warrant Agent shall send RAS a copy of the 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). In addition, RAS may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of RAS. Market price shall be determined in accordance with the provisions of Section 10.

Exercise. 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 _______________, 2000__ (the applicable Initial "Exercise Date") until ________________, but not after 200___ (the applicable "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 exercise immediately prior to the close of business on the applicable 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 Suite 206 - 455 Granville Street, Vancouver, BC V6C 1T1 (the "Corporate Of▇▇▇▇"), ▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ 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 upon exercise thereof of such Warrant Shares as of the close of business on the applicable 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 applicable 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 such 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 number of Warrant Shares deliverable upon on such exercise. No adjustment shall be made in respect of cash dividends, (plus a certificate for if any, on Warrant Shares delivered on exercise 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 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 determination of holders of Common Stock entitled to the Company any such dividend or as the Company may direct in writingother rights.

Exercise. Each Warrant (a) This warrant may be exercised by the Registered Holder, in whole or in part, by: (i) surrendering this Warrant, with the purchase form appended hereto as Exhibit I (the "Exercise Form") completed to reflect an exercise for cash and duly executed by the Registered Holder thereof or by the Registered Holder's duly authorized attorney, at any time on the principal office of the Company, or after at such other office or agency as the applicable Initial Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; or (ii) surrendering this Warrant, with the Exercise DateForm completed to reflect a cashless exercise and duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, but not after at the applicable Warrant Expiration Dateprincipal office of the Company, upon or at such other office or agency as the terms and subject Company may designate. If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock, then, effective immediately prior to the conditions set forth herein and closing of the sale of such shares by the Company pursuant to such public offering, this Warrant shall be deemed to be automatically exercised in full, without any further action taken by the applicable Warrant Certificate. A holder hereof, by means of a cashless exercise pursuant to Section l (a)(ii) hereof. (b) Each exercise of this Warrant shall be deemed to have been exercised effected immediately prior to the close of business on the applicable day on which this Warrant shall have been surrendered to 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 (c) below shall be treated for all purposes as deemed to have become the holder upon exercise thereof as or holders of record of the close of business on the applicable Exercise Date. Warrant Shares represented by such certificates. (c) As soon as practicable on or after the applicable 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 such exercise. Promptly followingfull or in part, and in any event within five 30 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 such Holder of any applicable transfer taxes) may direct on the Transfer Agent, Exercise Form delivered at the time of exercise of this Warrant: (i) in the event of a cash exercise pursuant to the person or persons entitled to receive the sameSection 1 (a)(i), a certificate or certificates for the securities deliverable number of full Warrant Shares to which the Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; (plus ii) in the event of a cashless exercise pursuant to Section 1 (a)(ii) hereof, a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise computed using the following formula plus, in lieu of any remaining unexercised Warrants fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof: Where: X = the number of Warrant Shares to be issued; Y = the number of shares of Common Stock as to which the Registered Holder exercised the Warrant; A = Fair Market Value per share of Common Stock at the time of exercise of the Registered HolderWarrant (determined pursuant to Section 3 hereof); B = Purchase Price in effect at the time of exercise of the Warrant; and (iii) unless prior in case either such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the date of issuance number of such certificates shares called for on the Company shall instruct face of this Warrant minus the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account number of such investment banks and brokerage houses shares as to which the Company shall approve in writing to Registered Holder exercised 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 to the Company or as the Company may direct in writingWarrant.

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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of Royce or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to 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 five percent (5%) (the "Solicitation Fee") of the Purchase Price to Royce as Representative of the Underwriters; provided that either Royce or _______ shall have solicited the exercise of the applicable warrant as evidenced in writing in the Warrant Certificate Subscription Form. Upon receipt of the solicitation fee from the Warrant Agent, Royce shall in turn, if and as applicable, forward all (in the event that _______ solicited the exercise of the applicable warrant as evidenced in writing in the Warrant Certificate Subscription Form) or, if unclear whether ________ solicited the exercise of the applicable warrant, a portion of the Solicitation Fee to ________, to the extent that Royce, in its sole discretion shall determine (of which a portion may be reallowed by Royce to the dealer who solicited the exercise which may also be an Underwriter). In the event the Solicitation Fee is not received within five days of the date on which the Company receives Warrant Proceeds, then the Solicitation Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), payable by the Company to Royce, as Representative of the Underwriters, at the time Royce receives the Solicitation Fee. Within five days after exercise the Warrant Agent shall send to the Underwriters a copy of the reverse side of each Warrant exercised. The Underwriters shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, the Underwriters and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or 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 Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the 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 Royce, as Representative of the Underwriters.

Exercise. 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 upon the exercise thereof of the Warrant as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe 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 certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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. {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: (i) Within five (5) days after the last day of each month commencing 13 months from the date hereof, the Warrant 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 connection with the 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 respect of each exercise of Warrants, promptly after receipt by the Warrant Agent from the Company of a check payable to the order of such member in the amount of such Solicitation Fee. In the event that a Solicitation Fee is paid to a member with respect to a Warrant which the Company or the Warrant Agent determines is not properly completed for exercise or in respect of which the member is not entitled to a Solicitation Fee, the member will return such Solicitation Fee to the Warrant Agent which shall forthwith return such fee to the Company. ▇▇▇▇▇▇ and the Company may at any time during business hours examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. Notwithstanding any provision to the contrary, the provisions of this paragraph may not be modified, amended or deleted without the prior written consent of ▇▇▇▇▇▇.

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 upon exercise thereof as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such 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, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants). Notwithstanding the foregoing, in 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 Agentapprove, 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 receivedWarrant, the Warrant Agent shall promptly remit forward the payment proceeds received for the Warrant to the Company or as the Company may direct in writing. (b) The Registered Holder may, at its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (4)(b), by surrendering the Warrant Certificate at the principal office of the Company 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 product of the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall have the meaning set forth Section 11(a) hereof, except that for purposes hereof, the date of exercise, as used in such Section 11(a) hereof, shall mean the Exchange Date.

Exercise. 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 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 Certificatecertificate representing the Warrant. 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 Common Stock deliverable upon such exercise shall be treated for all purposes as the holder of such Common Stock upon the exercise thereof of the Warrant 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 such exerciseWarrant. 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 samefollowing documents, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates 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 Purchase Exercise Price pursuant to such Class A Warrants. Notwithstanding : (1) a certificate or certificates representing the foregoing, in the case number of payment made in the form shares of a check drawn on an account Common Stock issuable by reason of such investment banks exercise in such name(s) and brokerage houses such denomination(s) as specified on the Company shall approve in writing 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 Warrant Agent, certificates Exercise Price which have theretofore been effectuated and which certificate shall immediately otherwise be issued without prior notice in form and substance identical to that delivered by the Registered Holder to the Company or any delayfor 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 to the Company or as the Company may direct in writing.

Exercise. Each At any time after the date hereof and until 5:00 p.m., New York City time, on the Expiration Date for a particular Warrant, a Holder may exercise such Warrant, on any Business Day, to purchase all or any part of the number of Shares purchasable thereunder, at the stated Exercise Price. The Holder may exercise such Warrant, in whole or in part, 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 exercised designated by the Registered 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 at any time on or after the applicable Initial Exercise Dateor, but not after the applicable Warrant Expiration Date, upon the terms and subject to Section 6, as the conditions set forth herein Holder may direct, the number of duly authorized, validly issued, fully paid and nonassessable Shares to which the Holder shall be entitled upon such exercise plus, in lieu of any fractional Share to which the Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per Share on the Business Day next preceding the date of such exercise. Certificates for Warrant Shares purchased by exercise of a Warrant will be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depositary Trust Company through its Deposit Withdrawal At Custodian (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the applicable notice of exercise, payment of the Warrant Price and surrender of the Warrant Certificate. A The Warrant Shares shall be deemed to have been exercised immediately prior to the close of business on the applicable Exercise Date issued, and the person entitled to receive the securities deliverable upon such exercise Holder (or designee) shall be treated for all purposes as deemed to be a holder of record of the holder upon exercise thereof Warrant Shares, as of the close date a Warrant is exercised by payment of business on the applicable Exercise DateWarrant Price and all taxes required to be paid by the holder, if any, pursuant to Section 5.2. As soon Any certificates so delivered shall be in such denominations as practicable on or after may be reasonably requested by the applicable Exercise DateHolder 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 deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of such 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 request that the Company’s transfer agent, 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 certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date time of issuance of such certificates the Company shall instruct the Warrant Agent Shares, deliver to refrain from causing such the Holder a new Warrant Certificate of like tenor, calling in the aggregate on the face thereof for issuance of certificates pending clearance the number of checks received in payment Shares equal (without giving effect to any adjustment therein) to the number of such Shares called for on the face of the Purchase Price pursuant to such Warrants. Notwithstanding surrendered Warrant Certificate minus the foregoing, in the case of payment made in the form of a check drawn on an account number of such investment banks and brokerage houses Shares so designated by such Holder upon such exercise as the Company shall approve provided 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 to the Company or as the Company may direct in writingthis Section 5.1.

Exercise. Each Warrant (a) Class B 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 applicable Initial Class B Warrant Exercise Date, but not after the applicable Class B 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 Class B Warrant Certificate. A Class B Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Class B Warrant Certificate representing such Class B 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 Class B Warrant Agent for the account of the Company of an amount in lawful money of the United States of America equal to the applicable Exercise Date and Purchase Price, have been received by the Class B Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof of such securities 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 such exercise. Promptly following, Date and in any event within five (5) business days after the date of such notice from the Warrant Agentdate, the Class B 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 certificate for any remaining unexercised Warrants of and the Registered Holder) unless prior Class B Warrant Agent shall deliver the 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 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 person or any delaypersons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedClass B Warrants, the Class B 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 shall cause all payments in cash or by check made payable to the order of the Company in respect of the Purchase Price to be deposited promptly in the Company's bank account or delivered to the Company. (b) The Company shall not be obligated to issue any fractional share interests or fractional Class B Warrant interests upon the exercise of any Class B Warrant or Class B Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fractional interest shall be eliminated by rounding any fraction down to the next full share or Class B Warrant, as the Company case may direct in writingbe, 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 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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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, 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 , 1997, (i) the market price of the Company's Class A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in 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 "▇▇▇▇▇ Fee") of the Purchase Price to ▇▇▇▇▇ (of which a portion may be reallowed by ▇▇▇▇▇ to 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 time ▇▇▇▇▇ receives the ▇▇▇▇▇ Fee. Within five days after exercise the Warrant Agent shall send to ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). In addition, ▇▇▇▇▇ and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or 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 Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the ▇▇▇▇▇ 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 ▇▇▇▇▇.

Exercise. Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Exercise Datedate hereof, 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 upon exercise thereof as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe 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 certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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 to the Company or as the Company may direct in writing.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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 Close of business 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 upon the exercise thereof of the Warrant as of the close Close of business Business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe 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, exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants). Notwithstanding the foregoing, in In the case of payment made in the form of a check drawn on an account of Paramount or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or 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. (b) Beginning on the 121st day following the Final Closing Date, provided that the registration statement referred to in Section 5 of the Subscription Agreement, dated as of the date hereof, between the Company and the Registered Holder is not effective, a Registered Holder may exercise all or any part of this Warrant on a "cashless" basis by providing written notice of its intention to do so and stating the maximum number (the "Maximum Number") of shares of Common Stock the Registered Holder desires to purchase in consideration of cancellation of Warrants in payment for such exercise. The number of 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 that the Registered Holder may exercise all or part of this Warrant on a "cashless" basis.

Exercise. Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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. 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 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 upon the exercise thereof of the Warrant 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 such exercisethe 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, exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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 to the Company or as the Company may direct in writing.pending

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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 upon exercise thereof as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercise. Promptly followingWarrant, and promptly after clearance of checks received in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf payment of the CompanyExercise Price pursuant to such Warrants, 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 certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants). Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of the Placement Agent or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agentapprove, 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 to the Company or as the Company may direct in writing. (b) The Registered Holder may, at its option, exchange this Warrant on a cashless basis, in whole or in part (a “Warrant Exchange”), into the number of Warrant Shares determined in accordance with this Section (4)(b), by surrendering the Warrant Certificate at the principal office of the Company 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 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 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 product of the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall have the meaning set forth Section (8)(i) hereof, except that for purposes hereof, the date of exercise, as used in such Section (8)(i) 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. Each Warrant (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 applicable Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company of an amount in lawful money of the United States of America equal to the applicable Exercise Date and 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 upon exercise thereof of such securities 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 such exercise. 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 certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of shall deliver the 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 same to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company person or any delaypersons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to Section 4(b) hereof, shall cause all payments in cash or by check made payable to the order of the Company in respect of the Purchase Price to be deposited promptly in the Company's bank account or delivered to the Company. (b) At any time upon the exercise of any Warrants after one year and one day from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representative, its successors or assigns of the exercise of any such Warrants and shall, on a 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), for services rendered by the Representative to the Registered Holders of the Warrants then being exercised, remit to the Representative an amount equal to five percent (5%) of the Purchase Price of such Warrants then being exercised unless the Representative shall have notified the Warrant Agent that the payment received for 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 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. (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 rounding any fraction up to the next full share or Warrant, as the Company case may direct in writingbe, 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 applicable Initial Warrant 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 upon exercise 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 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 such exercisethe 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, exercise (plus a certificate 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 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 to the Company or as the Company may direct in writing. Notwithstanding anything in the foregoing to the contrary, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission a registration statement under the Act covering the shares of Preferred Stock issuable upon exercise of such Warrant and such shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of such Warrant. The Company shall use its best efforts to have all shares so registered or qualified on or before the date on which the Warrants become exercisable. (b) If, on the Exercise Date in respect of the exercise of any Warrant at any time on or after the first anniversary of the date hereof, (i) the Market Price of the Preferred Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by the Underwriter at such time as the Underwriter is a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant was not held in a discretionary account, (iv) disclosure of the compensation arrangement was made both at the time of the original offering and at the time of exercise, and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 or any successor rule promulgated under the Securities Exchange Act of 1934, as amended, which may be in effect as of such time of exercise, then the Underwriter shall be entitled to receive, upon exercise of the Warrant(s), a fee of five percent (5%) of the Purchase Price (the "Solicitation Fee"). Within five days after the exercise, the Warrant Agent shall send to the 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 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 and the Company.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Exercise Datedate hereof, 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 upon the exercise thereof of the Warrant 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 such exercisethe 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, exercise (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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, 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 ________________________________________________________________ __________________, 199_, (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 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 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 section 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the Underwriter, including legal fees, in connection with the solicitation, redemption or exchange of the Warrants. In addition, the Underwriter and the Company may at any time during business hours, examine the records of the Warrant 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 Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Exercise Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from the Underwriter that the required Exercise Fee has been received by the Underwriter or a final, non-appealable determination by a court of competent jurisdiction that the Underwriter is not entitled to such funds.

Exercise. (a) Each Warrant may be exercised by the Registered Warrant Holder thereof at any time on or after the applicable Initial Warrant 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 Ordinary Shares deliverable upon such exercise shall be treated for all purposes as the holder of those Ordinary Shares upon the exercise thereof of the Warrant as of the close of business on the applicable Exercise Date, provided that the payment of the Exercise Price is cleared. As soon as practicable on or after the applicable Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of any Warrant into a Warrant segregated interest bearing money market account and shall notify the Company in writing of such exercise. Promptly followingfollowing the clearance of payment of the Exercise Price, and in any event within five seven days after the date of such notice from the Warrant AgentAgent (but only if the payment of the exercise price is cleared by that date), the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, Agent to issue and deliver to the person or persons entitled to receive the same, a certificate or certificates for the securities Ordinary Shares deliverable upon such exercise, (plus exercise and the Warrant Agent will issue and deliver to such person or persons a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Warrant Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance and delivery. The Warrant Agent shall remit any and all amounts received upon the exercise of certificates pending clearance of checks received in payment of Warrants (the 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 Proceeds”) 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 to the Company (or as the Company may direct in writing) promptly after the clearance of the funds and the issuance of the Ordinary Shares purchased. (b) The Warrants are not exercisable unless, at the time of exercise, the Company has a current prospectus covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, or such issuance is exempt under, and the ordinary shares have been registered, qualified or are deemed to be exempt under the U.S. federal securities laws and under the securities or “blue sky” laws of the states of residence of the exercising U.S. holder of the Warrants. The Company has filed a registration statement (Registration No. 333-115095) of which the Prospectus is a part, which registration statement has been declared effective by the SEC, covering the issuance of the Warrants and the Ordinary Shares issuable upon the exercise of the Warrants. The Company will in good faith and as expeditiously as reasonably possible, endeavor to maintain such registration statement effective and to keep the Prospectus included therein, current. Unless notified to the contrary by the Company or its counsel, the Warrant Agent shall be entitled to assume that it may issue Ordinary Shares upon the exercise of Warrants in compliance with all applicable federal and state securities laws. (c) All questions concerning the timeliness, validity, form and eligibility of any exercise of Warrants will be determined by the Company, and its determinations will be final and binding. The Company, at its sole discretion, may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as it may determine, or reject the purported exercise of any Warrant by reason of any defect or irregularity in such exercise. Payments of the exercise price will not be deemed to have been received or accepted until all irregularities have been waived or cured within such time as the Company determines in its sole discretion. The Company will not be under any duty to notify the Warrant Holder of any defect or irregularity in connection with the exercise of the Warrant or incur any liability for failure to give such notification. However, liabilities under the U.S. federal securities laws cannot be waived. (d) An exercise of a Warrant by a Warrant Holder is final and may not be revoked. (e) In the event that a Warrant Holder fails to specify the number of Ordinary Shares it wishes to purchase upon exercise of a Warrant, or if the payment made by such Warrant Holder in connection with the exercise of the Warrant is not sufficient to pay the total Exercise Price for all of the Ordinary Shares that such Warrant Holder indicated it wished to purchase, the exercising Warrant Holder will be deemed to have purchased the maximum number of Ordinary Shares that could be purchased for the Warrant Proceeds. If the Warrant Proceeds exceed the total Exercise Price for all of the Ordinary Shares the exercising Warrant Holder elected to purchase, the Warrant Agent will refund the balance to such Warrant Holder, bearing no interest.

Exercise. Each (a) The Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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 upon exercise 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 Company shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of such exercise. Promptly followingWarrant, and promptly after clearance of checks received in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf payment of the CompanyExercise Price pursuant to such Warrants, 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 certificate Warrant Certificate for any remaining unexercised Warrants portion of the Warrant of the Registered Holder). (b) unless prior The Registered Holder may, at its option, exchange this Warrant on a cashless basis, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (4)(b), by surrendering the Warrant Certificate at the Corporate Office, 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 issuance the notice of such certificates intent to exchange (the Company "Notice of Exchange"). The Warrant Exchange shall instruct take place on the date the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Agent to refrain from causing such issuance Exchange and, if applicable, a new warrant of certificates pending clearance of checks received in payment like tenor evidencing the balance of the Purchase Price pursuant shares remaining subject to such Warrants. Notwithstanding Warrant, shall be issued as of the foregoing, in the case of payment made in the form of a check drawn on an account of such investment banks Exchange Date and brokerage houses as the Company shall approve in writing delivered to the Registered Holder as soon as is reasonably practicable following the Exchange Date. In connection with any Warrant AgentExchange, certificates a Warrant shall immediately be issued without prior notice represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the Company or any delay. Upon next highest integer) equal to (i) the exercise number of any Warrant and clearance Shares specified by the Registered Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the funds receivedTotal Number and the existing Exercise Price by (B) the current market value of an Ordinary Share. Current market value, for purposes hereof, shall mean the Warrant Agent shall promptly remit the payment received average price for the Warrant to ten business days immediately preceding the Company or as date of the Company may direct in writingNotice of Exchange.

Exercise. (a) Each Warrant or Additional Warrant may be exercised by the Registered Holder thereof Furman Selz at any time on or after the applicable Initial Exercise DateExe▇▇▇▇▇ ▇▇▇▇, 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 or Additional 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 upon the exercise thereof of the Warrant 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 process received from the exercise of a Warrant or Additional Warrant and shall notify the Company in writing any of such exercisethe exercise thereof. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate Warrant Certificate for any remaining unexercised Warrants or Additional Warrants of the Registered HolderFurman Selz) unless prior to the date of issuance of such certificates o▇ ▇▇▇▇ ▇▇▇▇ificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrant or Additional 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. . (b) Upon the exercise of any Warrant or Additional Warrants and clearance of the funds received, 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. Furman Selz may remit payment in cash or by deliver▇ ▇▇ ▇▇▇ ▇▇mpany of shares of Series A Common Stock with a fair market value equal to the aggregate Purchase Price with respect to the Warrants or Additional Warrants exercised. For the purposes of this Section, fair market value shall mean the closing bid price of the Series A Common Stock as reported on the NASDAQ SmallCap Market or such other stock market on which the Series A Common Stock is trading on the trading day immediately prior to the Exercise Date.

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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of Blair or such other investment banks and brokerage houses ▇▇▇▇▇s as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) If, at the Exercise Date in respect of the exercise of any Warrant, (i) the market price of the Company's Series A Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in 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 "Blair Fee") of the Purchase Price to Blair (of whic▇ ▇ ▇ortion may be reallowed to the d▇▇▇▇▇ who solicited the exercise, which may also be Blair or D.H. Blair & Co., Inc.). 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 time Blair receives the Blair Fee. Wi▇▇▇▇ five days aft▇▇ ▇▇ercise the War▇▇▇▇ Agent shall send to Blair a copy of the reverse side of each Warrant ex▇▇▇▇▇ed. Blair shall reimburse the Warrant Agent, upon reque▇▇, ▇or its reasonable expenses relating to compliance with this section 4(b). In addition, Blair and the Company may at any time during busine▇▇ ▇▇urs, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be 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 Agent is hereby expressly au▇▇▇▇▇zed to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing 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. Each Warrant (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 applicable Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company of an amount in lawful money of the United States of America equal to the applicable Exercise Date and 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 upon exercise thereof of such securities 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 such exercise. 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 certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of shall deliver the 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 same to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company person or any delaypersons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to Section 4(b) hereof, shall cause all payments in cash or by check made payable to the order of the Company in respect of the Purchase Price to be deposited promptly in the Company's bank account or delivered to the Company. (b) At any time upon the exercise of any Warrants after __________, 1997 [the 1st anniversary of the effective date of the Registration Statement], the Warrant 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 no event later than five (5) business days after the last day of the calendar week in which such funds were tendered), remit to the Underwriter or its successors or assigns an amount equal to four percent (4%) of the Purchase Price of such Warrants being then exercised unless the Underwriter or its successors or assigns shall have notified the Warrant Agent that the payment received for 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 ($1,000) and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates one thousand dollars ($1,000), and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. (c) The Company shall 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 Company case may direct in writingbe. Any fraction less than one-half shall be eliminated.

Exercise. Each (i) A Warrant Holder may exercise the Warrants, in whole or in part, to purchase the Underlying Shares in such amounts as may be exercised elected upon surrender of the Warrant Certificate(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 Registered Holder thereof at any time on or after order of the applicable Initial Exercise Date, but not after the applicable Warrant Expiration Date, 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 applicable 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 such Underlying Shares and unexercised Warrants, respectively, upon such exercise thereof as of the close of business on the applicable 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 applicable 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 reasonable proof of such exercise. Promptly followingpayment, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the 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 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 to the Company or as the Company may direct in writingtransferee.

Exercise. Each Warrant (a) 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 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 upon exercise 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 such 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, (plus a 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 the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of such investment banks and brokerage houses date as the Company shall approve designate to the Agent in writing to (the Warrant Agent"Expiration Date"). Once a holder of Rights has exercised his or her Rights, certificates shall immediately such exercise may not be issued without prior notice to revoked or rescinded. For the Company or any delay. Upon purpose of determining the time of 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 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 timely, subject, however, to receipt of the Company may direct in writingduly executed Subscription Certificate within three Business Days (as defined below) after the Expiration Date. For the purposes of the Prospectus and this Agreement, "Business Day" shall mean any day on which trading is conducted on the New York Stock Exchange.

Exercise. Each Subject to the provisions of Sections 5 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised by at a price (the Registered Holder thereof "Exercise Price") of $_______ per share of Common Stock in whole or in part at any time on or after during the applicable Initial period (the "Exercise Period") commencing upon the Effective Date of the Registration Statement to be filed by the Company for sale under the Securities Act of 1933, as amended (the "Securities Act") the Warrants and Warrant Shares (the "Exercise Date"), but not after and ending at 5:00 o'clock p.m. Mountain Time on the applicable Warrant _____ day of _______________, 2003 ("Expiration Date, upon ") The Company shall promptly notify the terms and subject to Warrant Agent of any such extension of the conditions set forth herein and in the applicable Warrant CertificateExercise Period. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the applicable 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 its corporate offices located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Corporate Office"), in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the 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 upon exercise thereof of such Warrant Shares as of the close of business on the applicable Exercise Date. As soon Upon the receipt of any Warrant for exercise as practicable on or after set forth herein, the applicable Warrant Agent shall promptly verbally notify the Company, with confirmation in writing of such fact, of the name and address of the exercising Registered Holder and of the number of Warrant Shares to be delivered upon such exercise. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 5 have been satisfied as of the Exercise Date. If any one of the conditions set forth in Section 5 are not satisfied as of the Exercise Date, the Warrant Agent shall deposit request written instructions from the proceeds received from Company as to whether to return the Warrant and Exercise Price to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional shares interests in Warrant Shares issuable or deliverable on the exercise of a any Warrant or scrip or cash therefore 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 aggregate number of full shares issuable on such exercise. Promptly following, Within thirty (30) days after the Exercise Date and in any event within five days after prior to the date of such notice from Expiration Date, pursuant to a Stock Transfer Agreement dated July 5, 1991, between the Company and Warrant Agent, 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, (plus a certificate for . No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any remaining unexercised Warrants Warrant. The Warrant Agent shall promptly notify the Company in writing of any 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 Exercise Price to be promptly made to the order of issuance of the Company. The parties contemplate such certificates the Company shall instruct payments will be made by the Warrant Agent to refrain from causing such issuance the Company on a weekly basis and will consist of certificates pending clearance of checks received collected funds only. The Warrant Agent shall hold any proceeds collected and not yet paid to the Company in payment a federally insured account at all times relevant hereto. The Company may deem and treat the Registered Holder of the Purchase Price pursuant to such Warrants. Notwithstanding Warrants at any time as the foregoingabsolute owner thereof for all purposes, 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 not be issued without prior affected by any notice to the Company or contrary. The Warrants shall not entitle the holder thereof to any delay. Upon the exercise of any Warrant and clearance of the funds received, rights of shareholders or to any dividend declared on the Warrant Agent Common Stock unless the holder shall promptly remit have exercised the payment received Warrants and purchased the shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the Warrant determination of holders of Common Stock entitled to the Company such dividend or as the Company may direct in writingother right.

Exercise. Each Warrant may be exercised ‌ 4.1 Subject to the terms of the Common Terms Agreement, the Investment Agent shall exercise the right under:‌ (a) paragraph (a)(i) of Clause 2 (Grant of Rights), in respect of all of the Ownership Rights, by delivering an Exercise Notice to the Company no earlier than ten Business Days before the Final Maturity Date;‌ (b) paragraph (a)(ii) of 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 Registered Holder thereof 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 any time the relevant Exercise Price in accordance with this Undertaking as follows: (a) on or after the applicable Initial Exercise Date, but not after the applicable Warrant Expiration Date, upon relevant Settlement Date and pursuant to the terms and subject to of the conditions set forth herein relevant Sale Agreement, the Company shall pay into a USD account specified by the Investment Agent for this purpose, by wire transfer 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 upon exercise thereof as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable Exercise Datesame day, freely transferable, cleared funds, the Warrant Agent shall deposit the proceeds received from the exercise relevant Exercise Price (plus an amount equal to any Taxes payable (if any) in respect of a Warrant and shall notify such sale); (b) the Company in writing of such exercise. Promptly following, undertakes (at the cost and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf expense of the Company, shall cause ) to be issued enter into such documentation and delivered by the Transfer Agent, do such other things as reasonably required to give effect to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants purchase and sale of the Registered Holder) unless prior ownership rights and benefit in and 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 Relevant Term Assets of the Purchase Price pursuant to such Warrants. Notwithstanding Investment Agent (as agent of the foregoing, in Participants) as contemplated hereunder; and (c) 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 sale to the Company of all 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 ownership rights and benefit in and to the Company or Relevant Term Assets held by the Investment Agent (as agent of the Participants) shall occur by the Company may direct and the Investment Agent executing a Sale Agreement. 4.3 Settlement of the relevant Exercise Price in writingfull 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 clause 5.2 (Re-allocation of Commitments) of the Common Terms Agreement.

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 upon the exercise thereof of the Warrant 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 such exercisethe 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, exercise (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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, subject to the provisions of Sections 4(b) and 4(c) hereof. (b) If at the Exercise Date, (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 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 fee of 4% (the "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 or the 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 party's own expense, may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants.

Exercise. Each Subject to compliance with all applicable securities laws, this Warrant may be exercised in whole or in part, at any time or from time to time, on any business day commencing on the earlier of (i) the closing (or first closing if multiple closings) of the Financing, (ii) August 31, 1997, or (iii) immediately prior to a Terminating Transaction under Section 12 (such date being herein referred to as "Commencement Date") and before the Expiration Date, for up to the Maximum Number of Purchasable Shares by surrendering this Warrant at the principal office of the Company at 457 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite E, Sunnyvale, California 94086, with the subscription form attached hereto duly executed by the Registered Holder, and payment, in cash and/or cancellation of bona fide indebtedness of the Company to the Registered Holder, of an amount equal to the product obtained by multiplying (i) the number of shares of Warrant Stock to be purchased by the Registered Holder thereof at any time on by (ii) the Warrant Price or after the applicable Initial Exercise Dateadjusted Warrant Price therefor, but not after the applicable Warrant Expiration Dateif applicable, upon as determined in accordance with the terms hereof. Upon a partial exercise of this Warrant: (i) the Maximum Purchasable Number of Shares immediately prior to such partial exercise shall be reduced by the number of shares of Warrant Stock purchased upon such exercise of this Warrant, and subject (ii) this Warrant shall be surrendered by the Registered Holder and replaced with a new Warrant of like tenor with respect to which the conditions set forth herein and in new Maximum Purchasable Number of Shares Amount is the applicable Warrant Certificateformer Maximum Purchasable Number of Shares Amount as so reduced. A This Warrant shall be deemed to have been exercised immediately prior to the close of business on the applicable Exercise Date date of its surrender for exercise as provided above, and the person entitled to receive the securities deliverable shares of Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder upon exercise thereof of record of such shares as of the close of business on the applicable Exercise Datesuch date. As soon as practicable on or after the applicable Exercise Datesuch date, the Warrant Agent Company shall deposit the proceeds received from the exercise of a Warrant issue and shall notify the Company in writing of such 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, deliver to the person or persons entitled to receive the same, same a certificate or certificates for the securities deliverable number of whole shares of Warrant Stock issuable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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 to the Company or as the Company may direct in writing.

Exercise. Each Warrant (a) New 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 applicable Initial Warrant 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 New Warrant shall be deemed to have been exercised immediately prior to the close of business on the applicable Exercise Date and Date, provided that the Warrant Certificate representing such New 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 equal to the Purchase Price has been received by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof of such securities 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 such exercise. 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 stock certificate or certificates for the securities shares of Class A Common Stock deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of shall deliver the 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 same to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company person or any delaypersons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedNew Warrant, the Warrant Agent shall promptly remit notify the payment received Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) The Company shall not be required to issue fractional shares upon the exercise of New Warrants. The New 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 New 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 New Warrants so presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any New 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 Class A Common Stock, determined as follows: (1) If the Class A 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 ("NNM"), the current market value of a share of Class A Common Stock shall be the closing sale price at the end of the regular trading session on the last business day prior to the Company Exercise Date of the New Warrants on whichever of such exchanges or the NNM had the highest average daily trading volume for the Class A Common Stock on such day; or (2) If the Class A Common Stock is not listed or admitted to unlisted trading privileges on either the NYSE or the AMEX and is not traded on the NNM, but is quoted or reported on Nasdaq, the current market value of a share of Class A 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 Class A Common Stock at the end of the regular trading session on the last business day prior to the Exercise Date of the New Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Class A Common Stock is not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX and is not traded on the NNM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the Boston Stock Exchange ("BSE") or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Class A Common Stock shall be the closing sale price of the Class A Common Stock at the end of the regular trading session on the last business day prior to the Exercise Date of the New Warrants on whichever of such exchange has the highest average daily trading volume for the Class A Common Stock on such day; or (4) If the Class A Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on the NNM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Class A Common Stock shall be the average of the last reported bid and asked prices of the Class A Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the Exercise Date of the New Warrants; or (5) If the Class A Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on the NNM or quoted or reported on Nasdaq, and bid and asked prices of the Class A Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Class A 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 may direct ending prior to the date of exercise, determined in writingaccordance 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 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 upon the exercise thereof of the Warrant as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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, 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, (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 which was recently adopted to replace Rule 10b-6 and certain other rules promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a fee of 5% (the "▇▇▇▇▇ Fee") of the Purchase Price to ▇▇▇▇▇ (of which a portion may be reallowed to 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 time ▇▇▇▇▇ receives the ▇▇▇▇▇ Fee. Within five days after exercise the Warrant Agent shall send ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). In addition, ▇▇▇▇▇ and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or 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 Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the ▇▇▇▇▇ 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 ▇▇▇▇▇.

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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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, 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 the event the Blai▇ ▇▇▇ is not received within five days of the date on which the Company receives Warrant Proceeds, 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 the exercise, the Warrant Agent shall send to Blai▇ ▇ ▇opy of the reverse side of each Warrant exercised. Blai▇ ▇▇▇ll reimburse the Warrant Agent, upon request, for its reasonable expenses 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. 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 is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Blai▇ ▇▇▇, 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 Blai▇ ▇▇▇t the required Blai▇ ▇▇▇ has been received by Blai▇.

Exercise. 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 up to and including the applicable Initial Exercise Date, but not after the applicable 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 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 such securities upon exercise 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 such 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, exercise (plus a certificate 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 Stock 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 issuance of Common Stock issued upon exercise of the Warrant to the Company or as the Company may direct in writing. A Warrant may only be exercised in whole number denominations.

Exercise. Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Exercise Dateissuance thereof, 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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrant. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (exercise plus a certificate for any remaining unexercised Warrants of the Registered Holder) , unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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.

Exercise. (a) Each Class A Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Class A Warrant Exercise Date, but not after the applicable Class A Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Class A Warrant Certificate. A Class 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 upon the exercise thereof of the Class A Warrant as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable Exercise Date, 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 such exercisethe exercise of the Class A Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be 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 certificate for any remaining unexercised Class A Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Class A 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 Class A Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Class A Warrant (the "Class A Warrant Proceeds") to the Company or as the Company may direct in writing, subject to the provisions of Section 4 hereof. (b) In the event that Class A Warrants have not been exercised or redeemed on or before the Class A Warrant Expiration Date, the Company promptly shall issue to the Registered Holders of such Class A Warrants shares of Common Stock in exchange for such expired Class A Warrants in the ratio of one (1) share of Common Stock for each one thousand (1000) expired Class A Warrants. The Company shall not be required to issue fractions of shares of Common Stock and shall not be required to pay cash in lieu thereof under this paragraph (b) in respect of amounts of Class A Warrants less than one thousand (1000).

Exercise. Each 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 (and the Company shall be obligated to issue and sell to such holder) 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 exercised by amended from time to time, the Registered Holder thereof “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 time on 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 Initial triggering event described in the immediately preceding sentence (the “Exercise DatePeriod”). This Warrant shall be automatically exercised in full, but to the extent not after the applicable 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 applicable Exercise Date and the person entitled to receive the securities deliverable Shares upon such exercise shall be treated for all purposes as the holder upon exercise thereof as surrender of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such 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, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price Exercise Price, and thereafter all rights under this Warrant Certificate, other than the rights granted with respect to Warrant Shares pursuant to such Warrants. Notwithstanding the foregoingSection 11, in the case of payment made in the form of a check drawn on an account shall cease as 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 to the Company or as the Company may direct in writingtime.

Exercise. 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 applicable date of issuance (the "Initial Exercise Date") and terminating on the date three years later, but not after unless extended by the applicable 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 applicable 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 upon exercise thereof of such Warrant Shares as of the close of business on the applicable 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 applicable 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 aggregate number of full shares issuable on such exercise. Promptly following, Within thirty days after the 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, (plus a certificate for . No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any remaining unexercised Warrants Warrant. The Warrant Agent shall promptly notify the Company in writing of any 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 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 delayCompany. 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 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. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the 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 for the determination of holders of Common Stock entitled to such dividend or other right.

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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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, 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 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 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 section 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the Underwriter, including legal fees, in connection with the solicitation, redemption or exchange of the Warrants. In addition, the Underwriter and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent

Exercise. Each Warrant (a) 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 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 upon exercise 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 such 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, (plus a 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 the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of such investment banks and brokerage houses date as the Company shall approve designate to the Agent in writing to (the Warrant Agent, certificates shall immediately be issued without prior notice to "Expiration Date"). For the Company or any delay. Upon purpose of determining the time of 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 Company or 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 may direct 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 "Protect Period") and full payment for their Shares within ten Business Days after the Confirmation Date (as defined in writingSection 4(d)). For the purposes of the Prospectus and this Agreement, "Business Day" shall mean any day on which trading is conducted on the New York Stock Exchange.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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, 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"), (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 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 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 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 Section 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the Underwriter, including legal fees, in connection with the solicitation, redemption or exchange of the Warrants. In addition, the Underwriter and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of

Exercise. Each Warrant (a) This warrant may be exercised by the Registered Holder, in whole or in part, by: (i) surrendering this Warrant, with the purchase form appended hereto as Exhibit I (the “Exercise Form”) completed to reflect an exercise for cash and duly executed by the Registered Holder thereof or by the Registered Holder’s duly authorized attorney, at any time on the principal office of the Company, or after at such other office or agency as the applicable Initial Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; or (ii) surrendering this Warrant, with the Exercise DateForm completed to reflect a cashless exercise and duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, but not after at the applicable Warrant Expiration Dateprincipal office of the Company, upon or at such other office or agency as the terms and subject Company may designate. If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock, then, effective immediately prior to the conditions set forth herein and closing of the sale of such shares by the Company pursuant to such public offering, this Warrant shall be deemed to be automatically exercised in full, without any further action taken by the applicable Warrant Certificate. A holder hereof, by means of a cashless exercise pursuant to Section l (a)(ii) hereof. (b) Each exercise of this Warrant shall be deemed to have been exercised effected immediately prior to the close of business on the applicable day on which this Warrant shall have been surrendered to 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 (c) below shall be treated for all purposes as deemed to have become the holder upon exercise thereof as or holders of record of the close of business on the applicable Exercise Date. Warrant Shares represented by such certificates. (c) As soon as practicable on or after the applicable 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 such exercise. Promptly followingfull or in part, and in any event within five 30 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 such Holder of any applicable transfer taxes) may direct on the Transfer Agent, Exercise Form delivered at the time of exercise of this Warrant: (i) in the event of a cash exercise pursuant to the person or persons entitled to receive the sameSection 1 (a)(i), a certificate or certificates for the securities deliverable number of full Warrant Shares to which the Registered Holder shall be entitled upon such exerciseexercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; (plus ii) in the event of a cashless exercise pursuant to Section 1 (a)(ii) hereof, a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise computed using the following formula plus, in lieu of any remaining unexercised Warrants fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof: X = Y(A-B) A Where: X = the number of Warrant Shares to be issued; Y = the number of shares of Common Stock as to which the Registered Holder exercised the Warrant; A = Fair Market Value per share of Common Stock at the time of exercise of the Registered HolderWarrant (determined pursuant to Section 3 hereof); B = Purchase Price in effect at the time of exercise of the Warrant; and (iii) unless prior in case either such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the date of issuance number of such certificates shares called for on the Company shall instruct face of this Warrant minus the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account number of such investment banks and brokerage houses shares as to which the Company shall approve in writing to Registered Holder exercised 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 to the Company or as the Company may direct in writingWarrant.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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 upon exercise 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 such exercisethe 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, exercise (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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 to the Company or as the Company may direct in writing. (b) If, on the Exercise Date in respect of the exercise of any Warrant at any time on or after the first anniversary of the date hereof (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule as may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised shall, on behalf of the Company, 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 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 and the Company.

Exercise. Each Warrant (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 applicable Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company of an amount in lawful money of the United States of America equal to the applicable Exercise Date and 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 upon exercise thereof of such securities 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 such exercise. 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 certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of shall deliver the 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 same to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company person or any delaypersons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to Section 4(b) hereof, shall cause all payments in cash or by check made payable to the order of the Company in respect of the Purchase Price to be deposited promptly in the Company's bank account or delivered to the Company. (b) At any time upon the exercise of any Warrants after one year and one day from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the 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 no event later than five business days after the last day of the calendar week in which such funds were tendered), for services rendered by the Underwriter to the Registered Holders of the Warrants then being exercised, remit to the Underwriter an amount equal to five percent (5%) of the Purchase Price of such Warrants then being exercised unless the Underwriter shall have notified the Warrant Agent that the payment received for 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 rounding any fraction up to the next full share or Warrant, as the Company case may direct in writingbe, 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 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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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, 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 _______, 199_, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") as designated in 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%), (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 is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Blai▇ ▇▇▇, 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 Blai▇ ▇▇▇t the required Blai▇ ▇▇▇ has been received by Blai▇.

Exercise. Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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 upon the exercise thereof of the Warrant 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 such exercisethe 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, exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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 exercisable shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe 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, (plus a certificate 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 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 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 to the Company or as the Company may direct in writing. (b) If, at the Exercise Date in respect of the exercise of any Warrant at any time on or after the first anniversary of the date hereof (i) the market price of the 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"), (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 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 Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercised of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇ and 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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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, 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 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 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 section 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the Underwriter, including legal fees, in connection with the solicitation, redemption or exchange of the Warrants. In addition, the Underwriter and the Company may at any time during business hours, examine the records of the Warrant 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 Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Exercise Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from the Underwriter that the required Exercise Fee has been received by the Underwriter.

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 upon the exercise thereof of the Warrant as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe 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 certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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. (b) If, subsequent to _____________, 2002 in respect of the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrants, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and such member was designated in writing by the holder of such Warrant as having solicited such Warrant, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised, shall, on behalf of the Company, pay to Security Capital, or to the NASD member soliciting such Warrant(s) if not Security Capital, from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price (of which 1% may be reallowed to the dealer who solicited the exercise, which may also be Security Capital). Within five days after exercise, the Warrant 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 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 Security Capital.

Exercise. Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Exercise Datefirst anniversary of the Effective Date of the Registration Statement, 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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrant. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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.

Exercise. Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Exercise Separation 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 upon the exercise thereof of the Warrant 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 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 such exercise. Promptly following, and in any event within five days after the date receipt of such notice from payment of 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, (exercise plus a certificate for any remaining unexercised Warrants of the Registered Holder) , unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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 to the Company or as the Company may direct in writing.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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, 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 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 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 section 4(b). The Company shall pay all fees and expenses including all blue sky fees and expenses and all out-of-pocket expenses of the Underwriter, including legal fees, in connection with the solicitation, redemption or exchange of the Warrants. In addition, the Underwriter and the Company may at any time during business hours, examine the records of the Warrant 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 Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Exercise Fee, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from the Underwriter that the required Exercise Fee has been received by the Underwriter.

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 upon the exercise thereof of the Warrant 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 such exercisethe 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 certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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, 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 the event the Blai▇ ▇▇▇ is not received within five days of the date on which the Company receives Warrant Proceeds, 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 the exercise, the Warrant Agent shall send to Blai▇ ▇ ▇opy of the reverse side of each Warrant exercised. Blai▇ ▇▇▇ll reimburse the Warrant Agent, upon request, for its reasonable expenses (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or question as to the amount or payment of the Blai▇ ▇▇▇, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Blai▇ ▇▇▇, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may not be released to the Company without a written agreement from Blai▇ ▇▇▇t the required Blai▇ ▇▇▇ has been received by Blai▇.

Exercise. Each Warrant (a) 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 applicable 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 applicable 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 applicable 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 upon exercise thereof of such Warrant Shares as of the close of business on the applicable 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 or after the applicable Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a any Series __ Warrant or scrip or cash therefore and such fractional shares shall notify be of no value whatsoever. (d) Within ten days after the Company in writing of such exercise. Promptly following, Exercise 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 certificate for . No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any remaining unexercised Warrants Series __ Warrant. All shares of Common Stock or other securities delivered upon the exercise of the Registered HolderSeries __ 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 holder or holders shall have exercised the Series __ Warrants prior to the record date fixed by the Board of issuance Directors for the determination of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance holders of certificates pending clearance of checks received in payment of the Purchase Price pursuant Common Stock entitled 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 dividends 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 to the Company or as the Company may direct in writingother rights.

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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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, 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,

Exercise. (a) Each Class D 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 Class D 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 upon the exercise thereof of the Class D Warrant as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe 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, exercise (plus a certificate for any remaining unexercised Class D Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants). Notwithstanding the foregoing, in In the case of payment made in the form of a check drawn on an account of Paramount or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or nor any delay. Upon the exercise of any Class D Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Class D Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to the provisions of Subsections 4(b) and 4(c). (b) On the Exercise Date in respect of the exercise of any Class D Warrant, the Warrant Agent shall, simultaneously with the distribution of the Warrant Proceeds to the Company, on 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 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 dispute or when the Paramount Fee has been paid.

Exercise. 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 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 applicable Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the applicable Exercise Date. As soon as practicable on DTC, a Holder (or after the applicable 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 of such exercise. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, Participant acting on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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 may exercise Warrants by delivering to the Warrant Agent, certificates shall immediately (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 issued without prior notice exercised (A) in the form attached as Annex A to the Company Global Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”) , (ii) within one (1) Trading Day following the delivery of the Election to Purchase, Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (iii) within the earlier of (A) two (2) Trading Days and (B) the number of Trading Days comprising the Standard Settlement Period (as defined in the Global Warrant) following the date of exercise as aforesaid, the Exercise Price for each Warrant to be exercised (and, if applicable, any delay. Upon taxes or charges due in connection with the exercise of any Warrant and clearance such Warrants), in lawful money of the funds received, 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 promptly remit have the payment received for 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 or as for cancellation within three (3) Trading Days of the Company 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 direct in writingbe less than the amount stated on the face thereof.

Exercise. Each Warrant (a) Warrants may be exercised by the Registered Holder thereof commencing at any time on or after the applicable Initial Exercise Effective 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 Exercise Date, provided that the Warrant Certificate representing such Warrant, with the Exercise Form thereon duly executed by the Registered Holder thereof with such Registered Holder's signature guaranteed, together with payment in cash or by bank or cashier's check made payable to the order of the Company, of an amount in lawful money, of the United States of America equal to the applicable Exercise Date Price, has been received in good funds by the Warrant Agent or the Company. If received by the Company, the Company shall deliver the original Warrant Certificate and Exercise Form to the Warrant Agent as soon as practicable. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof of such securities 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 such exercise. 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 certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of shall deliver the 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 same to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company person or any delaypersons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrants, the Warrant Agent shall promptly remit notify the payment received Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the Company's bank account. (b) If any Warrants are exercised which exercise was solicited by a broker-dealer with whom the Company agreed in writing to pay a solicitation fee for exercise of the Warrant (a "Broker-Dealer"), then the soliciting Broker-Dealer shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised, a fee of not less than six percent (6%) and not greater than ten percent (10%), the exact percentage to be determined by a separate agreement between the Company and the Broker-Dealer, of the aggregate price of the Warrants so exercised (the "Exercise Fee"); provided, that, at the time of exercise, (i) the market price of the Company's Common Stock is equal to or greater than the Exercise Price, (ii) the Broker-Dealer is a member of the National Association of Securities Dealers, Inc., (iii) the Warrant is not held in a discretionary account, unless prior specific written approval for exercise has been received by the Broker-Dealer from its customer, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the Warrant is not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. Within five (5) days after the end of each month, the Warrant Agent will notify the Company or of each Warrant Certificate which has been properly completed for exercise by holders of Warrants during the last month. The Warrant Agent will provide the Company with such information, in connection with the exercise of each Warrant, as the Company may direct shall reasonably request. In the event that an Exercise Fee is paid to a Broker-Dealer with respect to a Warrant which was not properly completed for exercise or in writingrespect of which such Broker-Dealer is not entitled to an Exercise Fee, such Broker-Dealer will return such Exercise Fee to the Company. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fractional interest shall be rounded up to the nearest whole figure. (d) Anything in this Section 4 notwithstanding, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission, and there shall be then effective, a registration statement under the Securities Act of 1933, as amended (the "Act") covering the offer and sale of the shares of Common Stock issuable upon exercise of such Warrant and such offer and sale of the shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Warrant. (e) In addition, if it is required by law and upon instruction by the Company, the Warrant Agent will deliver to each Registered Holder a prospectus that complies with the provisions of Section 5 of the Securities Act, as amended, and the Company agrees to supply the Warrant Agent with a sufficient number of prospectuses to effectuate that purpose.

Exercise. 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 _______________, 2000__ (the applicable Initial "Exercise Date") until ________________, but not after 200___ (the applicable "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 exercise immediately prior to the close of business on the applicable 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 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 205, Vancouver, B.C., Canada V5Y 3J6 (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 upon exercise thereof of such Warrant Shares as of the close of business on the applicable 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 applicable 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 such 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 ertificate or certificates for the securities number of Warrant Shares deliverable upon on such exercise. No adjustment shall be made in respect of cash dividends, (plus a certificate for if any, on Warrant Shares delivered on exercise 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 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 determination of holders of Common Stock entitled to the Company any such dividend or as the Company may direct in writingother rights.

Exercise. (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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 upon exercise thereof as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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 to the Company or as the Company may direct in writing. (b) If, at the Exercise Date in respect of the exercise of any Warrant at any time on or after the first anniversary of the date hereof (i) the market price of the 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"), (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 l0b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised shall, on behalf of the Company, 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 Section 4(b). The provisions of this paragraph may be modified, amended or deleted with the prior written consent of the Company.

Exercise. Each Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Exercise Dateissuance thereof and prior to January 1, but not after the applicable Warrant Expiration Date2000, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. The rights of the warrant holders hereunder shall expire at midnight on December 31, 1999. 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 upon the exercise thereof of the Warrant as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe 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 of the securities deliverable upon such exercise, exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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.

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 upon the exercise thereof of the Warrant as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe 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 certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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. (b) If, subsequent to in respect of the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrants, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and such member was designated in writing by the holder of such Warrant as having solicited such Warrant, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of proceeds to the Company received upon exercise of the Warrant(s) so exercised, shall, on behalf of the Company, pay to Security Capital, or to the NASD member soliciting such Warrant(s) if not Security Capital, from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price (of which 1% may be reallowed to the dealer who solicited the exercise, which may also be Security Capital). Within five days after exercise, the Warrant 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 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 Security Capital.

Exercise. 4.1. 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 Common Stock deliverable upon such exercise shall be treated for all purposes as the holder upon exercise 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 writing, by mail or by telecopy of such exercisethe 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, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to within 24 hours of the date receipt of issuance of such certificates the notice, 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 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 to the Company or as the Company may direct in writing. 4.2. If a Warrant Certificate is surrendered for exercise within any period during which the transfer books for the Company's common stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required to make delivery of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer books.

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 upon the exercise thereof of the Warrant 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 such exercisethe 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, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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, 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 the event the Blai▇ ▇▇▇ is not received within five days of the date on which the Company receives Warrant Proceeds, 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 the exercise, the Warrant Agent shall send to Blai▇ ▇ ▇opy of the reverse side of each Warrant exercised. Blai▇ ▇▇▇ll reimburse the Warrant Agent, upon request, for its reasonable expenses 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. 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 is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds

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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account check (b) If, at the Exercise Date in respect 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 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 to the Company or as of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Blai▇ ▇▇▇, which amount will be deducted from the net Warrant Proceeds to be paid to the Company. The funds placed in the escrow account may direct in writing.not be released to the

Exercise. Each (i) A Warrant Holder may exercise the Warrants, in whole or in part, to purchase the Underlying Shares in such amounts as may be exercised elected upon surrender of the Warrant Certificate(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 Registered Holder thereof at any time on or after order of the applicable Initial Exercise Date, but not after the applicable Warrant Expiration Date, 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 applicable 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 such Underlying Shares and unexercised Warrants, respectively, upon such exercise thereof as of the close of business on the applicable 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 applicable 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 reasonable proof of such exercise. Promptly followingpayment, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the 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 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 to the Company or as the Company may direct in writingtransferee.

Exercise. 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 upon the exercise thereof of the Warrant as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable 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 such exercisethe exercise of the Warrant. 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 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 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.

Exercise. Each Warrant (a) 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 applicable Initial Warrant Exercise Date, but not after and ending at the applicable 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, 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 Exercise Date and 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 upon exercise thereof of such securities 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 such exercise. 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 certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct and the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of shall deliver the 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 same to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company person or any delaypersons entitled thereto. Upon the exercise of any Warrant and clearance of the funds receivedWarrant, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) At any time upon the exercise of any Warrants after 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 indicated upon the Subscription Form attached to the Warrant Certificate tendered for exercise), an amount equal to (1) the Underwriter shall have notified the Warrant Agent that the payment received 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 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 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 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 Company 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 may direct ending prior to the date of exercise, determined in writingaccordance with generally accepted accounting principles, consistently applied.

Exercise. (a) Each Class A Warrant may be exercised by the Registered Holder thereof at any time on or after the applicable Initial Warrant 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 upon the exercise thereof of the Warrant as of the close of business on the applicable Exercise Date. As soon as practicable on or after the applicable Exercise Date, Date the Warrant Agent shall deposit the proceeds in an interest bearing account received from the exercise of a Warrant and shall notify the Company in writing of such exercisethe 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 certificate for any remaining unexercised Warrants of the Registered Holder) ), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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. (b) If, subsequent to_______ 1998, in respect of the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrants, (ii) the exercise of the Warrant was solicited by a member of the National

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 upon the exercise thereof of the Warrant 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 such exercisethe exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in 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, 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 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 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 "▇▇▇▇▇ Fee") of the Purchase Price to ▇▇▇▇▇ (of which a portion may be reallowed by ▇▇▇▇▇ to 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 time ▇▇▇▇▇ receives the ▇▇▇▇▇ Fee. Within five days after exercise the Warrant Agent shall send to ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this section 4(b). In addition, ▇▇▇▇▇ and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or 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 Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the ▇▇▇▇▇ 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 ▇▇▇▇▇.

Exercise. 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 applicable Initial "Exercise Date") until ________________, but not after 200___ (the applicable "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 applicable 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 upon exercise thereof of such Warrant Shares as of the close of business on the applicable 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 applicable 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 such 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 number of Warrant Shares deliverable upon on such exercise. No adjustment shall be made in respect of cash dividends, (plus a certificate for if any, on Warrant Shares delivered on exercise 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 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 determination of holders of Common Stock entitled to the Company any such dividend or as the Company may direct in writingother rights.

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 upon the exercise thereof of the Warrant as of the close of business on the applicable Exercise Date. As soon as practicable on or after Promptly following the applicable 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 such 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 certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants). Notwithstanding the foregoing, in In the case of payment made in the form of a check drawn on an account of Paramount or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agentapprove, certificates shall immediately be issued without prior notice to the Company or any delay. Upon upon the exercise of any Warrant and clearance receipt of Cleared Funds received from the Warrant Proceeds. (b) On the Exercise Date in respect of the funds receivedexercise of any Warrant, the Warrant Agent Company shall promptly remit the payment pay from Cleared Funds received for from the Warrant Proceeds, a 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 Warrant Proceeds, then the Paramount Fee shall begin accruing interest at an annual rate of prime plus three (3)%, payable by the Company to Paramount at the time Paramount receives the Paramount Fee. Within five days after exercise the Company, at the request of Paramount, shall send Paramount a copy of the reverse side of each Warrant exercised. In addition, Paramount may at any time during business hours, examine the records of the Company, including its ledger of original Warrant Certificates returned to the Company upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of Paramount. In addition to the foregoing, any costs incurred by Paramount shall be promptly reimbursed by the Company. (c) In order to enforce the provisions of Section 4(b) above, in the event there is any dispute or 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 Proceeds paid to the Company. The funds placed in the escrow account may direct in writing.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 escrow