Common use of FORM OF ELECTION TO PURCHASE Clause in Contracts

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.

FORM OF ELECTION TO PURCHASE. The (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To CirTran Corproation: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase [___________] shares of Common Stock ("Common Stock"), $.001 par value per share, of CirTran Corporation, and encloses herewith $________ in cash or certified or official bank check or checks, which sum represents the Class A Warrants evidenced aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the attached Warrant Certificate undersigned pursuant to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant AgreementWarrant. The undersigned requests that a certificate representing such Warrant Shares certificates for the shares of Common Stock issuable upon this exercise be registered issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a Person who is not a U.S. Person New Warrant (as that term is defined in Rule 902 the Warrant) evidencing the right to purchase the shares of Regulation S, Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and whose address isdelivered to: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: _______________________ (Please print name and that such Warrant Certificate be delivered to address) _____________________, not a U.S. Person and whose address is: ___________________________________________________________ ________________________________________________________________________________ Dated: Name of Holder of Warrant Certificate: ______________________ By,______ Name of Holder: (Print)_________________________ (Please Print Name By:)___________________________ (Name:)_________________________ (Title:)________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) [To be completed and Titlesigned only upon transfer of Warrant] FOR VALUE RECEIVED, if applicablethe undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the within Warrant to purchase ____________ shares of Common Stock of CirTran Corporation, to which the within Warrant relates and appoints ________________ attorney to transfer said right on the books of CirTran Corporation, with full power of substitution in the premises. Dated: _______________, ____ ___________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) ___________________________________ AddressAddress of Transferee ___________________________________ ___________________________________ In the presence of: ______________________ Signature: ______________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.

FORM OF ELECTION TO PURCHASE. The (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To CirTran Corproation: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase [___________] shares of Common Stock ("Common Stock"), $.001 par value per share, of CirTran Corporation, and encloses herewith $________ in cash or certified or official bank check or checks, which sum represents the Class A Warrants evidenced aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the attached Warrant Certificate undersigned pursuant to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant AgreementWarrant. The undersigned requests that a certificate representing such Warrant Shares certificates for the shares of Common Stock issuable upon this exercise be registered issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a Person who is not a U.S. Person New Warrant (as that term is defined in Rule 902 the Warrant) evidencing the right to purchase the shares of Regulation S, Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and whose address isdelivered to: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: _______________________ (Please print name and that such Warrant Certificate be delivered to address) _____________________, not a U.S. Person and whose address is: ___________________________________________________________ ________________________________________________________________________________ Dated: , Name of Holder of Warrant CertificateHolder: __________________ _____ By: (Print)_____________________________ (Please Print Name and Title, if applicable) By:)_______________________________ Address: (Name:)_____________________________ Signature: (Title:)____________________________ Note: The above signature (Signature must correspond conform in all respects to name of holder as specified on the face of the Warrant) [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the within Warrant to purchase ____________ shares of Common Stock of CirTran Corporation, to which the within Warrant relates and appoints ________________ attorney to transfer said right on the books of CirTran Corporation, with the name as written full power of substitution in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteedpremises.

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SERV-TECH, INC. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced _______________ Rights represented by the attached Warrant this Rights Certificate to purchase Warrant Shares, and herewith tenders the Units issuable upon the exercise of the Rights (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms other securities of the Class A Warrant Agreement. The undersigned Company or of any other person which may be issuable upon the exercise of the Rights) and requests that a certificate representing the certificates for shares of Common Stock (or other securities) constituting such Warrant Shares Units be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isdelivered to: Please insert social security or other taxpayer identification number:________________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Title, if applicableaddress) ______________________ Address: __________________________________________________________ SignatureIf such number of rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number:________________________ Note_______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ _______________________________________________________________________________ Dated:_________________, 19___ ___________________________________ Signature Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.) 52 Certificate The above signature must correspond with undersigned hereby certifies by checking the name appropriate boxes that: (1) the Rights evidenced by this Rights Certificate / / are / / are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as written such terms are defined in the first sentence Rights Agreement); and (2) after due inquiry and to the best knowledge of the attached Warrant undersigned, it / / did / / did not acquire the Rights evidenced by this Rights Certificate in every particularfrom any Person who is, without alteration was or enlargement became an Acquiring Person or an Affiliate or Associate of any change whateversuch Person. Dated: , and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above 19 ---------------- --- ---------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteedguaranteed by a commercial bank or trust company or a member firm of the New York Stock Exchange.)

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise the Rights Certificate.) To ADVANCED FIBRE COMMUNICATIONS, INC. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced Rights represented by the attached Warrant this Rights Certificate to purchase Warrant Shares, the units of Series A Preferred Stock issuable upon the exercise of such Rights and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing certificates for such Warrant Shares Series A Preferred Stock be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: Please insert social security or other identifying number ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Titleaddress) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, if applicable) a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ___________________________________________________ Address: (Please print name and address) Dated:_______________________ Signature: _________________, _____ Note------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. The above undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------- Signature ----------------------------------------------------- NOTICE The signature in the foregoing Form of Election to Purchase must correspond with conform to the name as written in upon the first sentence face of the attached Warrant this Rights Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. In the event the certification set forth above in the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Election to Purchase will not be honored. 56 Exhibit C ADVANCED FIBRE COMMUNICATIONS, INC. SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES A PREFERRED STOCK On May 13, 1998, the Board of Directors of Advanced Fibre Communications, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock (the "Common Stock"), par value $0.01 per share, of the Company. The dividend is payable on May 25, 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), of the Company at a price of $225.00 per Unit (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of May 13, 1998 (the "Rights Agreement") between the Company and BankBoston, N.A., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following the first date of public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Continuing Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date, upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Stock, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate C-1. 57 certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on May 25, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and if the certificate evidencing number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Warrant Shares Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Units of Preferred Stock of certain rights or warrants to subscribe for or purchase Units of Preferred Stock at a price, or securities convertible into Units of Preferred Stock with a conversion price, less than the then current market price of the Units of Preferred Stock or (iii) upon the distribution to holders of the Units of Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Units of Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of Units of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any Warrant Certificate representing Class A Warrants such case, prior to the Distribution Date. Units of Preferred Stock purchasable upon exercise of the Rights will not exercised be redeemable. Each Unit of Preferred Stock will be entitled to a dividend equal to any dividend declared per share of Common Stock. In the event of liquidation, each Unit of Preferred Stock will be entitled to a payment equal to any payment made per share of Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive an amount equal to the amount received per share of Common Stock. These rights are protected by customary anti-dilution provisions. Because of the nature of the dividend, liquidation and voting rights, the value of each Unit of Preferred Stock purchasable upon exercise of the Rights should approximate the value of one share of Common Stock. In the event that, after the Rights become exercisable, the Company is to be registered acquired in a name merger or other business combination transaction with an Acquiring Person or an affiliate C-2. 58 thereof, or 50% or more of its consolidated assets or earning power are sold to an Acquiring Person or an affiliate thereof, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Rights, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Rights. In the event that any person or group of affiliated or associated persons becomes the beneficial owner of 15% or more of the outstanding shares of Common Stock proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that in which this Warrant Certificate is registerednumber of shares of Common Stock or Units of Preferred Stock (or cash, other securities or property) having a market value of two times the exercise price of the Rights. At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding shares of Common Stock and prior to the acquisition by such person or group of 50% or more of the outstanding Common Stock, the signature above must Continuing Directors of the Company may exchange all or part of the Rights (other than Rights owned by such person or group which have become void) for Units of Preferred Stock at an exchange ratio of (subject to adjustment) which shall equal, subject to adjustment to reflect stock splits, stock dividends and similar transactions occurring after the date hereof, that number obtained by dividing the Purchase Price by the then current per share market price per Unit of Preferred Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer is announced by any Person, if upon consummation thereof such Person would be guaranteedthe Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Units of Preferred Stock on the last trading day prior to the date of exercise. At any time prior to the Distribution Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"), upon the approval of a majority of the Continuing Directors. The redemption of the rights may be made effective at such time on such basis and with such conditions as the Board of Directors, upon the approval of the Continuing Directors, in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights are also redeemable under other circumstances as specified in the Rights Agreement.

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise the Rights Certificate.) To Cisco Systems, Inc. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced Rights represented by the attached Warrant this Rights Certificate to purchase Warrant Shares, the units of Series A Preferred Stock issuable upon the exercise of such Rights and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing certificates for such Warrant Shares Series A Preferred Stock be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: Please insert social security or other identifying number ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Titleaddress) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, if applicable) a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ____________________________________________________ Address(Please print name and address) Dated: __________________, ____ Signature--------------------------------- Signature Signature Guaranteed: ______________________ Note: Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. The above undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------------------- Signature ----------------------------------------------------- NOTICE The signature in the foregoing Form of Election to Purchase must correspond with conform to the name as written in upon the first sentence face of the attached Warrant this Rights Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. In the event the certification set forth above in the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Election to Purchase will not be honored. CISCO SYSTEMS, INC. SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES A PREFERRED STOCK On June 10, 1998 the Board of Directors of Cisco Systems, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock (the "Common Stock"), par value $.001 per share, of the Company. The dividend is payable on June 22, 1998 (the "Record Date") to the shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one ten-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, no par value (the "Series A Preferred Stock"), of the Company at a price of $650.00 per Unit (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of June 10, 1998 (the "Rights Agreement") between the Company and Bank Boston, N.A., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Continuing Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date, upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Stock, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificate") will be mailed to holders of record of the C-1. 57 Common Stock as of the Close of Business on the Distribution Date and such separate Rights Certificate alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on June 10, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Units of Preferred Stock of certain rights or warrants to subscribe for or purchase Units of Preferred Stock at a price, or securities convertible into Units of Preferred Stock with a conversion price, less than the then current market price of the Units of Preferred Stock or (iii) upon the distribution to holders of the Units of Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Units of Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of Units of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Units of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each Unit of Preferred Stock will be entitled to a dividend equal to any dividend declared per share of Common Stock. In the event of liquidation, each Unit of Preferred Stock will be entitled to a payment equal to any payment made per share of Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive an amount equal to the amount received per share of Common Stock. These rights are protected by customary anti-dilution provisions. Because of the nature of the dividend, liquidation and voting rights, the value of each Unit of Preferred Stock purchasable upon exercise of the Rights should approximate the value of one share of Common Stock. In the event that, after the Rights become exercisable, the Company is acquired in a merger or other business combination transaction with an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated assets or earning power are sold to an Acquiring In the event that any person or group of affiliated or associated persons becomes the beneficial owner of 15% or more of the outstanding shares of Common Stock proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of Common Stock or Units of Preferred Stock (or cash, other securities or property) having a market value of two times the exercise price of the Rights. At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding shares of Common Stock and prior to the acquisition by such person or group of 50% or more of the outstanding Common Stock, the Continuing Directors of the Company may exchange all or part of the Rights (other than Rights owned by such person or group which have become void) for Units of Preferred Stock at an exchange ratio of (subject to adjustment) which shall equal, subject to adjustment to reflect stock splits, stock dividends and similar transactions occurring after the date hereof, that number obtained by dividing the Purchase Price by the then current per share market price per Unit of Preferred Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer is announced by any Person, if upon consummation thereof such Person would be the certificate evidencing Beneficial Owner of 15% or more of the Warrant Shares shares of Company Common Stock then outstanding. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Units of Preferred Stock on the last trading day prior to the date of exercise. At any time prior to the public announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of 15% or more of the outstanding Common Stock, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"), upon the approval of a majority of the Continuing Directors. The redemption of the rights may be made effective at such time on such basis and with such conditions as the Board of Directors, upon the approval of the Continuing Directors in its sole discretion may establish. Immediately upon any Warrant Certificate representing Class redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights upon the approval of a majority of the Continuing Directors except that from and after a Distribution Date no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. The Rights have certain anti-takeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire the Company on terms not approved by the Company's Board of Directors, except pursuant to an offer conditioned on a substantial number of rights being acquired. The Rights should not interfere with any merger or other business combination approved by the Board of Directors because the Rights may be redeemed by the Company at the Redemption Price prior to the occurrence of a Distribution Date. A Warrants copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not exercised is purport to be registered complete and is qualified in a name other than that in its entirety by reference to the Rights Agreement, which this Warrant Certificate is registered, the signature above must be guaranteedhereby incorporated herein by reference.

FORM OF ELECTION TO PURCHASE. The (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing B Warrant) To: Cyber Public Relations, Inc. In accordance with the B Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase ______________ shares of the Class A Warrants evidenced Common Stock (the "Common Stock"), $0.001 par value, of Cyber Public Relations, Inc. and encloses this B Warrant and $_______ for each share of the Common Stock being purchased or an aggregate of $________________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the B Warrant) together with any applicable taxes payable by the attached Warrant Certificate undersigned pursuant to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant AgreementB Warrant. The undersigned requests that a certificate representing such Warrant Shares certificates for the shares of the Common Stock issuable upon this exercise be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ___________________________ Dated: Name of Holder of Warrant Certificate: ________________________________________________ By: ________________________________________________ (Please Print Name print name and Title, if applicableaddress) ________________________________________________ Address(Please insert Social Security or Tax Identification Number) If the number of shares of the Common Stock issuable upon this exercise shall not be all of the shares of the Common Stock which the undersigned is entitled to purchase in accordance with the enclosed B Warrant, the undersigned requests that a New B Warrant (as defined in the B Warrant) evidencing the right to purchase the shares of the Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: _________________________________________ Signature_________________________________________ _________________________________________ (Please print name and address) Dated: __________________________ NoteName of Holder: The above signature (Print)________________________________ By_____________________________________ Name___________________________________ Title__________________________________ Signature must correspond with conform in all respects to name of Holder as specified on the name as written in the first sentence face of the attached B Warrant Certificate in every particularTHIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, without alteration AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A STOCK PURCHASE AGREEMENT (THE "STOCK PURCHASE AGREEMENT"), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY. --------------------------------------- CYBER PUBLIC RELATIONS, INC. C WARRANT FOR THE PURCHASE OF COMMON STOCK 2,000,000 Shares Rancho Cucamonga, California THIS IS TO CERTIFY that pursuant to that certain Stock Purchase Agreement of even date herewith executed by the parties hereto (the "Stock Purchase Agreement"), for value received, BARRON PARTNERS LP (the "Holder") is entitled at any time from txx xxte hereof, but prior to 5:00 p.m., Rancho Cucamonga, California time on January ___, 2009, or enlargement or any change whatever18 months after the effectiveness of a Registration Statement (hereinafter defined) subsequent to the issuance hereof, whichever is longer, subject to and if upon the certificate evidencing terms and conditions contained herein, to purchase up to 2,000,000 fully paid and non-assessable shares of the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is common stock, par value $0.001 per share (the "Common Stock") of CYBER PUBLIC RELATIONS, INC., a Florida corporation (the "Company"), at a purchase price of $2.00 per share of the Common Stock (the "Exercise Price") such number of the shares and the Exercise Price being subject to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteedadjustment as provided herein.

FORM OF ELECTION TO PURCHASE. The (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing A Warrant) To: Cyber Public Relations, Inc. In accordance with the A Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase ______________ shares of the Class Common Stock (the "Common Stock"), $0.001 par value, of Cyber Public Relations, Inc. and encloses this A Warrants evidenced Warrant and $_______ for each share of the Common Stock being purchased or an aggregate of $________________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the A Warrant) together with any applicable taxes payable by the attached Warrant Certificate undersigned pursuant to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant AgreementWarrant. The undersigned requests that a certificate representing such Warrant Shares certificates for the shares of the Common Stock issuable upon this exercise be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ________________________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ________________________________ (Please Print Name print name and Title, if applicableaddress) _____________________________________________________ Address(Please insert Social Security or Tax Identification Number) If the number of shares of the Common Stock issuable upon this exercise shall not be all of the shares of the Common Stock which the undersigned is entitled to purchase in accordance with the enclosed A Warrant, the undersigned requests that a New A Warrant (as defined in the A Warrant) evidencing the right to purchase the shares of the Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: _____________________________________________________ Signature_____________________________________________________ _____________________________________________________ (Please print name and address) Dated: ________________________ Note: The above signature must correspond with the name as written in the first sentence Name of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.Holder:

FORM OF ELECTION TO PURCHASE. (To be executed if registered holder desires to exercise the Right Certificate.) TO RESORTQUEST INTERNATIONAL, INC.: The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced _________________ Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, the shares of Class A Preferred Stock issuable upon the exercise of such Rights and herewith tenders (or is concurrently tenderingrequests that certificates for such share(s) payment be issued in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isfollowing name: Please insert social security or other identifying number:____________________________________________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ____________________________________________ (Please print name and that such Warrant Certificate be delivered to address) ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, not a U.S. Person new Right Certificate for the balance remaining of such Rights shall be registered in the name of and whose address isdelivered to: Please insert social security or other identifying number:____________________________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: Name of Holder of Warrant Certificate: _____________. ______________________________ By: ______________________ Signature (Please Print Name Signature must conform in all respects to name of holder as specified on the fact of this Right Certificate) EXHIBIT C TO RIGHTS AGREEMENT FORM OF CERTIFICATE OF DESIGNATIONS OF CLASS A JUNIOR PREFERRED STOCK RESORTQUEST INTERNATIONAL, INC. PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW I, Xxxxx X. Xxxxxx, President of ResortQuest International, Inc., a corporation organized and Titleexisting under the Delaware General Corporation Law (the "Company"), if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond in accordance with the name as written provisions of Section 151 of such law, DO HEREBY CERTIFY that at a meeting of the Board of Directors on February 25, 1999, at which meeting a quorum was present, that the following resolutions were adopted: RESOLVED, that pursuant to the authority vested in the first sentence Board of Directors of the attached Warrant Company in accordance with the provisions of Article FOURTH of the Company's Amended and Restated Certificate in every particularof Incorporation, without alteration or enlargement or any change whateveras amended, a series of Preferred Stock of the Company be, and if hereby is, created, and the certificate evidencing powers, designations, preferences and relative, participating, optional or other special rights of the Warrant Shares shares of such series, and the qualifications, limitations or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registeredrestrictions thereof, the signature above must be guaranteed.be, and hereby are, as follows:

FORM OF ELECTION TO PURCHASE. The (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing C Warrant) To: Cyber Public Relations, Inc. In accordance with the C Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase ______________ shares of the Class A Warrants evidenced Common Stock (the "Common Stock"), $0.001 par value, of Cyber Public Relations, Inc. and encloses this C Warrant and $_______ for each share of the Common Stock being purchased or an aggregate of $________________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the C Warrant) together with any applicable taxes payable by the attached Warrant Certificate undersigned pursuant to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant AgreementC Warrant. The undersigned requests that a certificate representing such Warrant Shares certificates for the shares of the Common Stock issuable upon this exercise be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: __________________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: __________________________ (Please Print Name print name and Title, if applicableaddress) _______________________________________________ Address(Please insert Social Security or Tax Identification Number) If the number of shares of the Common Stock issuable upon this exercise shall not be all of the shares of the Common Stock which the undersigned is entitled to purchase in accordance with the enclosed C Warrant, the undersigned requests that a New C Warrant (as defined in the C Warrant) evidencing the right to purchase the shares of the Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: __________________________________________ Signature__________________________________________ __________________________________________ (Please print name and address) Dated: _________________________ NoteName of Holder: The above signature (Print)________________________________ By_____________________________________ Name___________________________________ Title__________________________________ Signature must correspond with conform in all respects to name of Holder as specified on the name as written in the first sentence face of the attached C Warrant Certificate in every particularTHIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, without alteration AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A STOCK PURCHASE AGREEMENT (THE "STOCK PURCHASE AGREEMENT"), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY. --------------------------------------- CYBER PUBLIC RELATIONS, INC. D WARRANT FOR THE PURCHASE OF COMMON STOCK 1,000,000 Shares Rancho Cucamonga, California THIS IS TO CERTIFY that pursuant to that certain Stock Purchase Agreement of even date herewith executed by the parties hereto (the "Stock Purchase Agreement"), for value received, BARRON PARTNERS LP (the "Holder") is entitled at any time from txx xxte hereof, but prior to 5:00 p.m., Rancho Cucamonga, California time on January ___, 2009, or enlargement or any change whatever18 months after the effectiveness of a Registration Statement (hereinafter defined) subsequent to the issuance hereof, whichever is longer, subject to and if upon the certificate evidencing terms and conditions contained herein, to purchase up to 1,000,000 fully paid and non-assessable shares of the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is common stock, par value $0.001 per share (the "Common Stock") of CYBER PUBLIC RELATIONS, INC., a Florida corporation (the "Company"), at a purchase price of $4.00 per share of the Common Stock (the "Exercise Price") such number of the shares and the Exercise Price being subject to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteedadjustment as provided herein.

FORM OF ELECTION TO PURCHASE. The (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To Coyote Network Systems, Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase _____________ shares of Common Stock ("Common Stock"), $1.00 par value per share, of Coyote Network Systems, Inc. and , if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of the Class A Warrants evidenced shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the attached Warrant Certificate undersigned pursuant to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant AgreementWarrant. The undersigned requests that a certificate representing such Warrant Shares certificates for the shares of Common Stock issuable upon this exercise be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ________________________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Titleaddress) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, if applicablethe undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: ___________________________________________________________________________ (Please print name and address) ______________________ Address: ______________________________________________________ Signature: ___________________________________________________________________________ Note: The above signature must correspond with the name as written in the first sentence Dated:__________,____ Name of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.Xxxxxx:

FORM OF ELECTION TO PURCHASE. The (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing D Warrant) To: Cyber Public Relations, Inc. In accordance with the D Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase ______________ shares of the Class A Warrants evidenced Common Stock (the "Common Stock"), $0.001 par value, of Cyber Public Relations, Inc. and encloses this D Warrant and $_______ for each share of the Common Stock being purchased or an aggregate of $________________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the D Warrant) together with any applicable taxes payable by the attached Warrant Certificate undersigned pursuant to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant AgreementD Warrant. The undersigned requests that a certificate representing such Warrant Shares certificates for the shares of the Common Stock issuable upon this exercise be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: __________________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: __________________________ (Please Print Name print name and Title, if applicableaddress) _______________________________________________ Address(Please insert Social Security or Tax Identification Number) If the number of shares of the Common Stock issuable upon this exercise shall not be all of the shares of the Common Stock which the undersigned is entitled to purchase in accordance with the enclosed D Warrant, the undersigned requests that a New D Warrant (as defined in the D Warrant) evidencing the right to purchase the shares of the Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: _________________________________________ Signature_________________________________________ _________________________________________ (Please print name and address) Dated: __________________________ Note: The above signature must correspond with the name as written in the first sentence Name of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.Holder:

FORM OF ELECTION TO PURCHASE. (To be executed by the registered holder if such holder desires to exercise the Right Certificate.) TO: XXXXXX ENERGY, INC. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: _______________________________ Rights represented by this Right Certificate to purchase the shares of the Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such certificate shares be delivered to ________________, not a U.S. Person, issued in the name of: [Please insert social security or other identifying number] (Please print name and whose address is:___________________. address) If said such number of Class A Warrants is less than Rights shall not be all the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants Rights evidenced by this Warrant Right Certificate, a new Right Certificate that are not being exercised for the balance remaining of such Rights shall be registered in the name of _________________, not a U.S. Person and whose address isdelivered to: [Please insert social security or other identifying number] (Please print name and address) Dated: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ Signature (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature Signature must correspond with conform in all respects to the name of holder as written in on the first sentence face of the attached Warrant Certificate in every particularthis Right Certificate, without alteration or enlargement or any change whateverwhatsoever.) Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. (to be completed if applicable) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On January 18, 2006, the Board of Directors of XXXXXX ENERGY, INC. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.001 par value per share (the "Common Stock"), of the Company. The distribution is payable to the stockholders of record on February 17, 2006. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Stock") at a price of $100.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth day following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") acquired beneficial ownership of 15% or more of the outstanding shares of the Common Stock (the "Shares Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock outstanding as of February 17, 2006, by such Common Stock certificate containing a notation incorporating the Rights Agreement by reference. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of February 17, 2006, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 17, 2016, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company, in each case, as described below. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will have a minimum preferential quarterly dividend rate of $1.00 per share, but will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferential liquidation payment of $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. The Purchase Price payable, and if the certificate evidencing number of shares of the Warrant Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. Subject to certain exchange rights that may be exercised by the Board, in the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment) (the "Exchange Right"). Notwithstanding the above, the Board of Directors may not exercise the Exchange Rights after any person, together with any associate or affiliate of such person, has become the beneficial owner of 50% or more of the voting power of the shares of Common Stock. At any time prior to 5:00 P.M. Fort Worth, Texas time on the earliest of (i) the Shares Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Warrant Certificate representing Class person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person or group becomes an Acquiring Person, no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A Warrants copy of the Rights Agreement is available free of charge from the Rights Agent, American Stock Transfer & Trust Company. This summary description of the Rights does not exercised is purport to be registered complete and is qualified in a name other than that in its entirety by reference to the Rights Agreement, which this Warrant Certificate is registered, the signature above must be guaranteed.hereby incorporated herein by reference. Exhibit 4.4

FORM OF ELECTION TO PURCHASE. The (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the Warrant) To Viggle Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase _____________ shares of Common Stock, $0.001 par value (“ Common Stock ”), of Viggle Inc. and encloses herewith $________ in cash or certified or official bank check or checks or wire transfer of immediately available funds, which sum represents the Class A Warrants evidenced aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the attached Warrant Certificate undersigned pursuant to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant AgreementWarrant. The undersigned requests that a certificate representing such Warrant Shares certificates for the shares of Common Stock issuable upon this exercise be registered issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER (Please print name and address) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a Person who is not a U.S. Person New Warrant (as that term is defined in Rule 902 the Warrant) evidencing the right to purchase the shares of Regulation S, Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and whose address isdelivered to: (Please print name and address) Dated: ______________________ and that such certificate be delivered to _________________ , not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicableSignature) ______________________________________ Address: (Print) __________________________________________ Signature: (By:) ___________________________________________ Note: The above signature (Name:) _________________________________________ (Title:) __________________________________________ (Signature must correspond with conform in all respects to name of holder as specified on the name as written in the first sentence face of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.Warrant)

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise _________ of the Class A E Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share Shares in an amount determined in accordance with the terms of the Class A E Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of _________________________________________ , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is ________________________ and that such certificate be delivered to ___________________________________, not a U.S. Person, and whose address is:is _________________________________________. If said number of Class A E Warrants is less than the number of Class A E Warrants evidenced by the Warrant Certificate, Certificate (as calculated pursuant to the Class A E Warrant AgreementAgreement ), the undersigned requests that a new Warrant Certificate evidencing the number of Class A E Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ , whose address is and that such Warrant Certificate be delivered to _________________, whose address is __________________________________________________. Dated: __________, not a U.S. Person and whose address isName of Holder of Warrant Certificate: (Please Print) Address: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: SSN (if applicable): ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: _______________________________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A E Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.. Dated: _________,

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: THE MONY GROUP INC. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ______ Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, the Preferred Shares issuable upon the exercise of such Rights and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing certificates for such Warrant Preferred Shares be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: Please insert social security or other identifying number:____________________________________________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Title, if applicableaddress) ___________________________________________ AddressIf such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:____________________________________________________ ___________________________________________ (Please print name and address) ___________________________________________ Dated:_______________________________ Signature: _____________________________ NoteSignature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The above undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). After due inquiry and to the best knowledge of the undersigned, the Rights evidenced by this Right Certificate were not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof. Dated:_______________________________ Signature_____________________________ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must correspond with conform to the name as written in upon the first sentence face of the attached Warrant this Right Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and if the certificate Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On November 10, 1998, the Board of Directors of The MONY Group Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Shares"), of the Company. The dividend is payable on November 10, 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company, par value $.01 per share (the "Preferred Shares"), at a price of $96 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and First Chicago Trust Company of New York as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates and no separate Rights certificates will be issued. Separate certificates evidencing the Warrant Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the earlier to occur of (i) a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Shares or (ii) such date as may be determined by action of the Board of Directors of the Company following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being the "Distribution Date"). The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any Warrant Certificate representing Class A Warrants certificates for Common Shares outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. The Rights are not exercised exercisable until the Distribution Date. The Rights will expire on November 10, 2008 (the "Expiration Date"), unless the Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. If a person or group becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, Preferred Shares or other similar securities of the Company) having a B-1 38 value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the existence of an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be registered null and void. For example, at an exercise price of $[X] per Right, each Right not owned by an Acquiring Person following an event set forth in the preceding paragraph would entitle its holder to purchase $[2X] worth of Common Shares (or other consideration, as noted above) for $[X]. Assuming a value of [1/2X] per Common Share at such time, the holder of each valid Right would be entitled to purchase four Common Shares for $[X]. In the event that the Company is acquired in a name merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that in which this Warrant Certificate is registerednumber of Common Shares having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the signature above must Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-thousandth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time prior to the existence of an Acquiring Person, the Board of Directors of the Company may redeem the Rights, in whole but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be guaranteedmade effective at such time, on such basis and with such conditions as the Board of Directors, in its sole discretion, may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after the existence of an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are subject to adjustment under certain circumstances.

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: ___________ The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ______ Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, the Preferred Shares issuable upon the exercise of such Rights and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing certificates for such Warrant Preferred Shares be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: Please insert social security or other identifying number:_________________________________________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ (Please print name and that such Warrant Certificate be delivered to address) _________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, not a U.S. Person new Right Certificate for the balance remaining of such Rights shall be registered in the name of and whose address isdelivered to: Please insert social security or other identifying number:_________________________________________________ _________________________________________ (Please print name and address) _________________________________________ Dated: Name ________________________________ Signature _____________________________ Signature Guaranteed: Signatures must be guaranteed by a member firm of Holder a registered national securities exchange, a member of Warrant Certificatethe National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Certificate The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). After due inquiry and to the best knowledge of the undersigned, the Rights evidenced by this Right Certificate were not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof. Dated: _______________________________ By: Signature ____________________________ (Please Print Name and TitleThe signature in the Form of Assignment or Form of Election to Purchase, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature as the case may be, must correspond with conform to the name as written in upon the first sentence face of the attached Warrant this Right Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and if the certificate Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On October 27, 2004, the Board of Directors of COVANSYS CORPORATION (the "Company") authorized and declared the issuance of one preferred share purchase right (a "Right") for each share of common stock (the "Common Shares"), of the Company outstanding as of the close of business on November 1, 2004 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock of the Company, without par value (the "Preferred Shares"), at a price of $11.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe Trust Company, N.A. as Rights Agent (the "Rights Agent"). Distribution Date; Exercisability Initially, the Rights will be attached to all Common Share certificates and no separate Right Certificates will be issued. Separate certificates evidencing the Warrant Rights ("Right Certificates") will be mailed to holders of record of the Common Shares or any Warrant Certificate representing Class A Warrants not exercised is as of the close of business on the Distribution Date. The "Distribution Date" will be the first to be registered in a name other than that in which this Warrant Certificate is registered, occur of the signature above must be guaranteed.following:

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise of this Warrant) To Boots & Cootx Xxxernational Well Control, Inc.: The undersigned undersigned, the record holder of the attached Warrant (Warrant No. ___), hereby irrevocably elects to exercise of the Class A Warrants evidenced right, represented by the attached Warrant Certificate Warrant, to purchase ___________ of the Warrant Shares, Shares and herewith tenders (or is concurrently tendering) payment for such Warrant Shares to the order of Boots & Cootx Xxxernational Well Control, Inc. of $_________ representing the full purchase price for such shares at the price per share provided for in the amount attached Warrant and the delivery of $1.00 for each any applicable taxes payable by the undersigned pursuant to such Warrant Share Warrant. In lieu of paying the purchase price as provided in an amount determined in accordance with the terms preceding paragraph, the undersigned will/will not (circle appropriate word(s)) make a cashless exercise pursuant to Section 3(c) of the Class A Warrant Agreementattached Warrant. The undersigned requests that a certificate representing certificates for such Warrant Shares shares be registered issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX ------------------------------- IDENTIFICATION NUMBER ------------------------------- ------------------------------- ------------------------------- ------------------------------- (Please print name and address) In the event that not all of the purchase rights represented by the attached Warrant are exercised, a Person who is new Warrant, substantially identical to the attached Warrant, representing the rights formerly represented by the attached Warrant which have not a U.S. Person as that term is defined been exercised, shall be issued in Rule 902 the name of Regulation Sand delivered to -------------------------------------------------- (Please print name) -------------------------------------------------- -------------------------------------------------- (Please print address) Dated: Name of Holder (Print): ------------------ ------------------------------ By: -------------------------------- Name: ------------------------------ Title: ----------------------------- FORM OF ASSIGNMENT FOR VALUE RECEIVED, and whose address is: _______________________ hereby sells, assigns and that such certificate be delivered transfers to each assignee set forth below all of the rights of the undersigned under the attached Warrant (Warrant No. ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than ) with respect to the number of Class A Warrants evidenced shares of Common Stock covered thereby set forth opposite the name of such assignee unto: Number of Shares of Name of Assignee Address Common Stock ---------------- ------- ------------------- If the total of said purchase rights represented by the attached Warrant Certificate, as calculated pursuant to the Class A Warrant Agreementshall not be assigned, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are purchase rights not being exercised so assigned be registered issued in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ the undersigned. Dated: Name of Holder of Warrant Certificate: ______________________ (Print): ---------------- ----------------------- By: ______________________ (Please Print Name and ------------------------------ Name: ---------------------------- Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.---------------------------

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) To: DH Apparel Company, Inc.: The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ____________ Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, and herewith tenders the shares of Common Stock issuable upon the exercise of the Rights (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms other securities of the Class A Warrant Agreement. The undersigned Company or of any other person which may be issuable upon the exercise of the Rights) and requests that a certificate representing certificates for such Warrant Shares shares be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Title, if applicableaddress) ___________________________________ Address(Please insert social security or other identifying number) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance of such Rights shall be registered in the name of and delivered to: ______________________ Signature: _________________________________________________________ Note(Please print name and address) ___________________________________ (Please insert social security or other identifying number) Dated: ____________, 20___ ____________________________________ Signature Signature Guaranteed:______________________ Exhibit B DH APPAREL COMPANY, INC. SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On January 20, 2000, the Board of Directors of DH Apparel Company, Inc. (the "Company") declared a dividend distribution of one Common Stock Purchase Right for each outstanding share of Common Stock of the Company to stockholders of record at the close of business on January 20, 2000. Each Right entitles the registered holder to purchase from the Company one quarter share of Common Stock, $0.01 par value per share (the "Common Stock"), at a cash exercise price of $10.00 per quarter share, subject to adjustment. The above signature must correspond description and terms of the Rights are set forth in a Shareholder Rights Agreement between the Company and First Union National Bank, as Rights Agent. Initially, the Rights will not be exercisable, will be attached to all outstanding shares of Common Stock, and no separate Right Certificates will be distributed. The Rights will separate from the Common Stock and a Distribution Date will occur upon the earliest of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") (other than an Exempt Person as defined in the Agreement) has acquired beneficial ownership of 20% or more of the outstanding shares of Common Stock (the date of said announcement being referred to as the "Share Acquisition Date") and (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a Person or group owning 20% or more of the outstanding shares of Common Stock. Pursuant to the terms of his employment, the Company's President, Chairman and Chief Executive Officer, Xxxxxx X. Xxxxxx, Xx., has the right to purchase up to 1,000,000 shares of the Common Stock on a date six months after the "spin-off" of the Company from its initial parent company, Delta Woodside Industries, Inc. Notwithstanding the other provisions of this paragraph, the exercise of this right will not by itself, cause Xx. Xxxxxx to become an Acquiring Person. Until the Distribution Date (or earlier redemption or expiration of the Rights), (a) the Rights will be evidenced by the Common Stock certificates and will be transferred only with such Common Stock certificates, (b) new Common Stock certificates issued after January 20, 2000 will contain a notation incorporating the Shareholder Rights Agreement by reference, and (c) the surrender for transfer of any certificates for Common Stock will also constitute the transfer of the Rights associated with the name Common Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on January 20, 2010 unless previously redeemed by the Company as written described below. As soon as practicable after the Distribution Date, Right Certificates will be mailed to holders of record of Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that (i) a Person acquires beneficial ownership of 20% or more of the Company's Common Stock, (ii) the Company is the surviving corporation in a merger with an Acquiring Person or any Affiliate or Associate of an Acquiring Person and the Common Stock is not changed or exchanged, (iii) an Acquiring Person engages in one of a number of self-dealing transactions specified in the first sentence Shareholder Rights Agreement, or (iv) an event occurs that results in an Acquiring Person's ownership interest being increased by more than 1%, proper provision will be made so that each holder of a Right will thereafter have the right to receive upon exercise thereof at the then current exercise price, that number of shares of Common Stock (or in certain circumstances, cash, property, or other securities of the attached Warrant Certificate Company) having a market value of two times such exercise price. However, the Rights are not exercisable following the occurrence of any of the events set forth above until the time the Rights are no longer redeemable as set forth below. Notwithstanding any of the foregoing, upon any of the events set forth above, rights that are or were beneficially owned by an Acquiring Person shall become null and void. In the event that, at any time following the Share Acquisition Date, (i) the Company is acquired in every particulara merger or other business combination transaction or (ii) 50% or more of the Company's assets or earning power is sold, without alteration each holder of a Right shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the exercise price of the Right. At any time after any person becomes an Acquiring Person and prior to such the time such Person, together with its Affiliates and Associates, becomes the Beneficial Owner of 50% or enlargement more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights that have become void), in whole or any change whateverin part, at the exchange rate of one quarter share of Common Stock per Right, subject to adjustment as provided in the Rights Agreement. The exercise price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) if all holders of the certificate evidencing Common Stock are granted certain rights or warrants to subscribe for Common Stock or securities convertible into Common Stock at less than the Warrant Shares current market price of the Common Stock, or any Warrant Certificate representing Class A Warrants not exercised is (iii) upon the distribution to be registered in a name all holders of the Common Stock of evidence of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least 1% of the exercise price. No fractional shares of Common Stock will be issued upon exercise of a Right and, in lieu thereof, a payment , in cash will be made based on the fair market value of the Common Stock on the last trading date prior to the date of exercise. The Rights may be redeemed in whole, but not in part, at a price of $.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors) by the Board of Directors at any time prior to the close of business on the tenth day after the Share Acquisition Date or the final expiration Date of the Rights (whichever is earlier); provided that in which this Warrant Certificate is registeredunder certain circumstances, the signature above must Rights may not be guaranteedredeemed unless there are Disinterested Directors in office and such redemption is approved by a majority of such Disinterested Directors. After the redemption period has expired, the Company's right of redemption may be reinstated upon the approval of the Board of Directors if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in transaction or series of transactions not involving the Company and there are no other Acquiring Persons. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price.

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise _________ of the Class A 2007-E Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share Shares in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of ______________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is ______________________ ____and that such certificate be delivered to ____________________, not a U.S. Person, and whose address is:is ________________________________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, Certificate (as calculated pursuant to the Class A Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________________, not a U.S. Person and whose address is: is ______________________ ______________and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: is ______________________ ________________. Dated: , Name of Holder holder of Warrant Certificate: _____________________________________ By: (Please Print) Address:______________________________ (Please Print Name and Title, if applicable) ________________________________ AddressFederal Tax ID No.: ______________________ Signature: _____________________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ shares of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, Common Stock and herewith tenders (or is concurrently tendering) payment for such shares to the order of the Company in the amount of $1.00 for each such Warrant Share in an amount determined ________ in accordance with the terms hereof unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 4 of the Class A Warrant Agreement in which case the holder shall tender Warrants having a fair market value (as provided in the Warrant Agreement) equal to the Exercise Price of the Warrants being exercised by such holder. The undersigned requests that a certificate representing for such Warrant Shares shares be registered in the name of ______________________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is ______________________________ and that such certificate shares be delivered to ________________, not a U.S. Person, and _________ whose address is:is ______________________________. If said number of Class A Warrants shares is less than all of the number shares of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant AgreementCommon Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing representing the number remaining balance of Class A Warrants evidenced by this Warrant Certificate that are not being exercised such shares be registered in the name of _________________, not a U.S. Person and whose address is: is ______________________ , and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: is ______________________ Dated: Name of Holder of Warrant Certificate. Date: _____________, ____ ----------------------------------------- (Signature) ----------------------------------------- (Signature Guaranteed) SCHEDULE A SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL WARRANT The initial number of Warrants evidenced by this Global Warrant shall be _______________. The following decreases/increases in the number of Warrants evidenced by this Warrant have been made: Total Number of Warrants Decrease in Increase in Evidenced by Number of Number of this Warrants Warrants Global Warrant Notation Made Date of Evidenced by Evidenced by Following such by or on Decrease/ this Global this Global Decrease/ Behalf of Increase Warrant Warrant Increase Warrant Agent --------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- ----------- ------------ ------------ --------------- ------------- EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Globe Holdings, Inc. 000 Xxxxxxx Xxxxxx Xxxx Xxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxxxxxx X. Xxxxx Norwest Bank Minnesota, National Association Norwest Center Sixth and Marquette Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: Corporate Trust Services Re: Warrants to Purchase Shares of Common Stock ----------------------------------------------------------------- (CUSIP __________) Reference is hereby made to the Warrant Agreement, dated as of August 6, 1998 (the "Warrant Agreement"), between Globe Holdings, Inc., as issuer (the "Company"), and Norwest Bank Minnesota, National Association, as Warrant Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Warrant Agreement. _______________, (the "Transferor") owns and proposes to transfer the Warrant[s] or interest in such Warrant[s] specified in Annex A hereto, in the amount of ________________ By: ______in such Warrant[s] or interests (the "Transfer"), to ________________ (Please Print Name and Titlethe "Transferee"), if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond as further specified in Annex A hereto. In connection with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registeredTransfer, the signature above must be guaranteed.Transferor hereby certifies that: [CHECK ALL THAT APPLY]

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: Amtech Systems, Inc. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ______________________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such certificate shares be issued in the name of and delivered to ________________, not a U.S. Person, to: -------------------------- (Please insert social security or other identifying number) --------------------------- --------------------------- --------------------------- (Please print name and whose address is:___________________. address) If said such number of Class A Warrants is less than Rights shall not be all the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants Rights evidenced by this Warrant Rights Certificate, a new Rights Certificate that are not being exercised for the balance of such Rights shall be registered in the name of _________________, not a U.S. Person and whose address isdelivered to: ______________________ -------------------------- (Please insert social security or other identifying number) --------------------------- --------------------------- --------------------------- (Please print name and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ address) Dated: Name ------------------------ Signature ---------------------------------- Signature Guaranteed: EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On May 17, 1999, the Board of Holder Directors of Warrant Certificate: ______________________ By: ______________________ Amtech Systems, Inc. (Please Print Name the "Company") declared a dividend distribution of one Right for each share of Company Common Stock to shareholders of record at the close of business on June 9, 1999. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Participating Preferred Stock, no par value (the "Preferred Stock"), at a Purchase Price of $8.50 per one one-hundredth of a share, subject to adjustment. The description and Titleterms of the Rights are set forth in the Rights Agreement (the "Rights Agreement") between the Company and American Securities Transfer & Trust, if applicableInc., as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. The Rights will separate from the Common Stock and a "Distribution Date" will occur upon the earlier of (i) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days (or such later date as the Board of Directors shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 15% or more of such outstanding shares of Common Stock. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after June 9, 1999 will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the name Common Stock represented by such certificates. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as written defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at the close of business on May 16, 2009, unless earlier redeemed by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock outstanding prior to the Distribution Date will be issued with Rights. In the event that an Acquiring Person becomes the beneficial owner of 15% or more of the then outstanding shares of Common Stock (unless such acquisition is made pursuant to a tender or exchange offer for all outstanding shares of the Company, upon terms and conditions determined by a majority of the Board of Directors to be in the first sentence best interests of the attached Warrant Certificate Company and its shareholders (a "Qualifying Offer")), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in every particularcertain circumstances, without alteration cash, property or enlargement other securities of the Company), having a value equal to two times the Exercise Price of the Right. The Exercise Price is the Purchase Price times the number of shares of Common Stock associated with each Right (initially, one). Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at an exercise price of $50 per Right, each Right not owned by an Acquiring Person (or by certain related parties or transferees) following the event set forth in the preceding paragraph would entitle its holder to purchase $100 worth of Common Stock (or other consideration, as noted above) for $50. Assuming that the Common Stock had a per share market price of $10 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for $50. [($50.00 x 1 Right) / ($10.00 / 50%) = $50.00 / $5.00 = 10] In the event that at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or business combination transaction in which the Company is not the surviving corporation (other than a merger consummated pursuant to a Qualifying Offer); (ii) the Company is the surviving corporation in a consolidation or merger pursuant to which all or part of the outstanding shares of Common Stock are changed or exchanged for stock or other securities of any other person or cash or any change whateverother property; or (iii) more than 50% of the combined assets or earning power is sold or transferred (in each case other than certain consolidations with, mergers with and into, or sales of assets or earning power by or to subsidiaries of the Company as specified in the Rights Agreement), each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise thereof, Common Stock of the acquiring company having a value equal to two times the Exercise Price of the Right. The events described in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." The Purchase Price payable, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the certificate evidencing Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or securities convertible into Preferred Stock at less than the Warrant Shares current market price of the Preferred Stock, or any Warrant Certificate representing Class A Warrants not exercised is (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness, cash (excluding regular quarterly cash dividends), assets (other than dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to in (ii) immediately above). With certain exceptions, no adjustments in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional shares of Preferred Stock are required to be registered in a name issued (other than that fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) and, in which this Warrant Certificate is registeredlieu thereof, the signature above must Company may make an adjustment in cash based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (payable in cash, shares of Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be guaranteedto receive the $.01 redemption price.

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise the Representative Warrant Certificates). TO CONSEP, INC. The undersigned hereby irrevocably elects to exercise of the Class A Representative Warrants evidenced represented by the attached this Representative Warrant Certificate to purchase Warrant Shares, Shares issuable upon the exercise of such Representative Warrants and herewith tenders (or is concurrently tendering) payment requests that certificates for such Shares be issued in the amount name of: Please insert social security or other identifying number --------------------------------------------------------- --------------------------------------------------------- --------------------------------------------------------- (Please print name and address) The undersigned elects to pay the Exercise Price for the Shares being purchased by [check one]: / / Delivery of $1.00 for each such Warrant Share in an amount determined in accordance with the terms a check, money order or wire transfer pursuant to Section 4.2 of the Class A Representative Warrant Agreement / / Net cashless exercise pursuant to Section 4.3 of the Representative Warrant Agreement. The undersigned requests that If such number of Representative Warrants shall not be all the Representative Warrants evidenced by this Representative Warrant Certificate, a certificate representing new Representative Warrant Certificate for the balance remaining of such Warrant Shares Representative Warrants shall be registered in the name of and delivered to: Please insert social security or other identifying number --------------------------------------------------------- --------------------------------------------------------- --------------------------------------------------------- (Please print name and address) Dated: , a Person who is not a U.S. Person 19 --------------------------------------------------------- Signature (Signature must conform in all aspects to name of holder as that term is defined in Rule 902 specified on the face of Regulation S, and whose address is: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the this Representative Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is) Signature Guaranteed: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.14

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise Warrants Evidenced by the Within Warrant Certificate) To Meteor Industries, Inc.: The undersigned hereby irrevocably elects to exercise of the Class A Warrants ---------- Redeemable Warrants, evidenced by the attached within Warrant Certificate for, and to purchase Warrant Sharesthereunder, ---------- full shares of Common Stock issuable upon exercise of said Warrants and herewith tenders (or is concurrently tendering) payment in the amount delivery of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement-------- and any applicable taxes. The undersigned requests that a certificate representing certificates for such Warrant Shares shares be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, of: PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ------------------------------------ ------------------------------------ (Please print name and whose address is: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. address) ------------------------------------ ------------------------------------ If said number of Class A Redeemable Warrants is less than shall not be all the number of Class A Redeemable Warrants evidenced by the within Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Redeemable Warrants evidenced by this Warrant Certificate that are not being so exercised be registered issued in the name of _________________, not a U.S. Person and whose address isdelivered to: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ ------------------------------------ (Please Print Name print name and Title, if applicableaddress) ______________________ Address: ______________________ Signature: ______________________ Note------------------------------------ ------------------------------------ Dated:------------------- Signature:------------------------------ NOTICE: The above signature must correspond with the name as written in upon the first sentence face of the attached within Warrant Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever, or if signed by any other person the Form of Assignment hereon must be duly executed and if the certificate evidencing representing the Warrant Shares shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this the within Warrant Certificate is registered, the signature above of the holder hereof must be guaranteed.

FORM OF ELECTION TO PURCHASE. (To be executed if registered holder desires to exercise the Right Certificate.) TO -------------------------: The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ---------------- Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, the shares of Preferred Stock issuable upon the exercise of such Rights and herewith tenders (or is concurrently tenderingrequests that certificates for such share(s) payment be issued in the amount following name: Please insert social security or other identifying number: --------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of $1.00 Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for each the balance remaining of such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: --------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: -------------- -----, a Person who is not a U.S. Person --------- ---------------------------------------- Signature (Signature must conform in all respects to name of holder as that term is defined in Rule 902 specified on the face of Regulation Sthis Right Certificate) FORM OF CERTIFICATE OF DESIGNATIONS OF SERIES A JUNIOR PREFERRED STOCK OF DELPHI AUTOMOTIVE SYSTEMS CORPORATION Pursuant to Section 151 of the Delaware General Corporation Law I, and whose address is: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ of Delphi Automotive Systems Corporation, a corporation organized and existing under the Delaware General Corporation Law (the "CORPORATION"), in accordance with the provisions of Section 151 of such law, DO HEREBY CERTIFY that such Warrant pursuant to the authority conferred upon the IPO Committee of the Board of Directors by Board of Directors and upon the Board of Directors by the Amended and Restated Certificate be delivered to ___________________of Incorporation of the Corporation, the IPO Committee of the Board of Directors on February __, not 1999, adopted the following resolution which creates a U.S. Person series of shares of Preferred Stock designated as Series A Junior Preferred Stock, as follows: RESOLVED, that pursuant to Section 151(g) of the Delaware General Corporation Law and whose address is: ______________________ Dated: Name the authority vested in the Board of Holder Directors of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond the Corporation in accordance with the name as written in the first sentence provisions of ARTICLE FOURTH of the attached Warrant Amended and Restated Certificate in every particularof Incorporation of the Corporation and delegated to the IPO Committee by the Board of Directors, without alteration or enlargement or any change whatevera series of Preferred Stock of the Corporation be, and if hereby is, created, and the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registeredpowers, the signature above must be guaranteed.designations, preferences and relative,

FORM OF ELECTION TO PURCHASE. (To be executed by the holder of Warrants if such holder desires to exercise Warrants evidenced by the foregoing Warrant Certificate) To APW Ltd. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ______________________ Warrants evidenced by the foregoing Warrant Certificate for, and that such certificate be delivered to _[purchase thereunder, _______________, not a U.S. Person, Common Shares issuable upon exercise of said Warrants and whose address is:___________________. If said number delivery of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ___________$___________ (in cash as provided for in the foregoing Warrant Certificate) and that any applicable taxes payable by the undersigned pursuant to such Warrant Certificate Certificate.][receive, in accordance with Section 3(d) of the Warrant Certificate, ______ Common Shares issuable upon exercise of said Warrants and delivery of any applicable taxes payable by the undersigned pursuant to such Warrant Certificate]. The undersigned requests that certificates for such shares be delivered to issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER _______ _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print print name and address) _______ _______ If said number of Warrants shall not be all the Warrants evidenced by the foregoing Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be issued in the name of and delivered to _______ (Please print name and address) _______ Dated: ______________, _____ Name and of holder of Warrant (Print): _______ (By:) _______ (Title:) FORM OF ASSIGNMENT FOR VALUE RECEIVED, if applicable) __________________________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with hereby sells, assigns and transfers to each assignee set forth below all of the rights of the undersigned in and to the number of Warrants (as defined in and evidenced by the foregoing Warrant Certificate) set opposite the name as written of such assignee below and in and to the foregoing Warrant Certificate with respect to said Warrants and the Common Shares issuable upon exercise of said Warrants: Name of Assignee Address Number of Warrants ---------------- ------- ------------------ If the total of said Warrants shall not be all the Warrants evidenced by the foregoing Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so assigned be issued in the first sentence name of and delivered to the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteedundersigned.

FORM OF ELECTION TO PURCHASE. (To be executed if the registered holder desires to exercise Rights represented by the Rights Certificate.) To: BHA GROUP, INC. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ________________________ Rights represented by the attached Warrant this Rights Certificate to purchase Warrant Shares, and herewith tenders the Units of Common Stock issuable upon the exercise of the Rights (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms other securities of the Class A Warrant Agreement. The undersigned Company or of any other person or other property which may be issuable upon the exercise of the Rights) and requests that a certificate representing certificates for such Warrant Shares Units be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isdelivered to: ------------------------------------------------------------------------------- (Please print name and address) ------------------------------------------------------------------------------- Please insert social security or other identifying number: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of ______________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, not a U.S. Person new Rights Certificate for the balance of such Rights shall be registered in the name of and whose address isdelivered to: ------------------------------------------------------------------------------- (Please print name and address) ------------------------------------------------------------------------------- Please insert social security or other identifying number: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ____________________________ Dated: Name of Holder of Warrant Certificate: _____________________, 199_ By----------------------------------- Signature Signature Guaranteed: ______________________ EXHIBIT B EXHIBIT 4.1 SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On December 13, 1995, the Board of Directors of BHA Group, Inc. (Please Print Name the "Company") declared a distribution of one Right for each outstanding share of Class A Common Stock, par value $.01 per share (the "Company Common Stock"), to stockholders of record at the close of business on December 26, 1995 and Titlefor each share of Company Common Stock issued (including shares distributed from the treasury) by the Company thereafter and prior to the Distribution Date. Each Right entitles the registered holder, if applicablesubject to the terms of the Rights Agreement (as defined below), to purchase from the Company one tenth of a share (a "Unit") ______________________ Address: ______________________ Signature: ______________________ Note: of Company Common Stock, at a Purchase Price of $7.00 per Unit, subject to adjustment. The above signature must correspond Purchase Price is payable in cash or by certified or bank check or money order payable to the order of the Company. The description and terms of the Rights are set forth in a Rights Agreement between the Company and Boatmen's Trust Company, as Rights Agent (the "Rights Agreement"). The Rights Agreement Initially, the Rights will attach to all certificates representing shares of outstanding Company Common Stock, and no separate Rights Certificates will be distributed. The Rights will separate from the Company Common Stock and the Distribution Date will occur upon the earlier of (i) 10 business days (or such later date as may be determined by action of the Board of Directors) following a public announcement (the date of such announcement being the "Stock Acquisition Date") that a person or group of affiliated or associated persons (other than the Company, any Subsidiary of the Company or any employee benefit plan of the Company or such Subsidiary) (an "Acquiring Person") has acquired, obtained the right to acquire, or otherwise obtained beneficial ownership of 20% or more of the then outstanding shares of Company Common Stock (provided that such person or group remains the beneficial owner of 20% or more of the outstanding shares of Company Common Stock on such date), and (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of the then outstanding shares of Company Common Stock. Until the Distribution Date, (i) the Rights will be evidenced by Company Common Stock certificates and will be transferred with and only with such Company Common Stock certificates, (ii) new Company Common Stock certificates issued after December 26, 1995 (also including shares distributed from the treasury) will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates representing outstanding Company Common Stock will also constitute the transfer of the Rights associated with the name Company Common Stock represented by such certificates. The Rights are not exercisable until the Distribution Date and will expire at the close of business on the tenth anniversary of the Rights Agreement unless earlier redeemed by the Company as written described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of Company Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. In the event that (i) the Company is the surviving corporation in a merger with an Acquiring Person and shares of Company Common Stock shall remain outstanding, (ii) a Person becomes the beneficial owner of 20% or more of the then outstanding shares of Company Common Stock and remains the beneficial owner of 20% or more of the outstanding shares of Company Common Stock as of the Distribution Date, (iii) an Acquiring Person engages in one or more "self-dealing" transactions as set forth in the first sentence Rights Agreement, or (iv) during such time as there is an Acquiring Person, an event occurs which results in such Acquiring Person's ownership interest being increased by more than 1% (e.g., by means of a reverse stock split or recapitalization), then, in each such case, each holder of a Right will thereafter have the right to receive, upon exercise and for the "adjusted exercise price" (as defined below), Units of Company Common Stock (or preferred stock, cash, property or other securities of the attached Warrant Certificate Company) having a value equal to two times the adjusted exercise price of the Right. The adjusted exercise price is an amount equal to ten times the then current Purchase Price (as it may have been adjusted from time to time in every particularaccordance with the Rights Agreement). Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. In the event that, at any time following the Stock Acquisition Date and without alteration the prior approval of the Board of Directors, (i) the Company is acquired in a merger or enlargement other business combination transaction and the Company is not the surviving corporation (other than a merger described in the preceding paragraph), (ii) any Person consolidates or merges with the Company and all or part of the Company Common Stock is converted or exchanged for securities, cash or property of any change whateverother Person or (iii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as described above) shall thereafter have the right to receive, upon exercise and for the adjusted exercise price, common stock of the Acquiring Person having a value equal to two times the adjusted exercise price of the Right. The Purchase Price payable, and the number of Units of Company Common Stock issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Company Common Stock, (ii) if holders of the certificate evidencing Company Common Stock are granted certain rights or warrants to subscribe for Company Common Stock or convertible securities at less than the Warrant Shares current market price of the Company Common Stock, or any Warrant Certificate representing Class A Warrants not exercised is (iii) upon the distribution to be registered in a name the holders of the Company Common Stock of evidences or indebtedness, cash or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than that those referred to above). With certain exceptions, no adjustment in which this Warrant Certificate the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. The Company is registerednot required to issue fractional shares of Company Common Stock. In lieu thereof, an adjustment in cash may be made based on the market price of the Company Common Stock prior to the date of exercise. At any time until the Distribution Date, a majority of the Board of Directors may redeem the Rights in whole, but not in part, at a price of $.01 per Right (subject to adjustment in certain events) (the "Redemption Price"), payable, at the election of such majority of the Board of Directors, in cash or shares of Company Common Stock. Immediately upon the action of a majority of the Board of Directors ordering the redemption of the Rights, the signature above must Rights will terminate and the only right of the holders of Rights will be guaranteedto receive the Redemption Price.

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise the Rights Certificate.) To Onyx Acceptance Corporation The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced _______________ Rights represented by the attached Warrant this Rights Certificate to purchase Warrant Shares, the units of Preferred Stock issuable upon the exercise of such Rights and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing certificates for such Warrant Shares Preferred Stock be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: Please insert social security or other identifying number ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Titleaddress) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, if applicable) a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ____________________________________________________ Address(Please print name and address) Dated: ____________________ ,___ Signature------------------------------ Signature Signature Guaranteed: ______________________ Note: Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. 45 Form of Reverse Side of Rights Certificate -- continued -------------------------------------------------------------------------------- CERTIFICATION The above undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the foregoing Forms of Assignment and Election to Purchase must correspond with conform to the name as written in upon the first sentence face of the attached Warrant this Rights Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C ONYX ACCEPTANCE CORPORATION SUMMARY OF RIGHTS TO PURCHASE SHARES OF PREFERRED STOCK On July 8, 1997, the Board of Directors of Onyx Acceptance Corporation, a Delaware corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock (the "Common Stock"), par value $0.01 per share, of the Company. The dividend is payable on July 21, 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share (a "Unit") of Series A Participating Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of the Company at a price of $50.00 per Unit (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of July 8, 1997 (the "Rights Agreement") between the Company and American Stock Transfer and Trust Company, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Continuing Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date, upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Stock, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and thereafter such separate Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on July 20, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and if the certificate evidencing number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Warrant Shares Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Units of Preferred Stock of certain rights or warrants to subscribe for or purchase Units of Preferred Stock at a price, or securities convertible into Units of Preferred Stock with a conversion price, less than the then current market price of the Units of Preferred Stock or (iii) upon the distribution to holders of the Units of Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Units of Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of Units of Preferred Stock issuable upon exercise of each Rights are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any Warrant Certificate representing Class A Warrants such case, prior to the Distribution Date. Units of Preferred Stock purchasable upon exercise of the Rights will not exercised be redeemable. Each Unit of Preferred Stock will be entitled to an aggregate dividend of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Units of Preferred Stock will be entitled to an aggregate payment of 1,000 times the payment made per share of Common Stock. Each Unit of Preferred Stock will have 1,000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the dividend, liquidation and voting rights, the value of the Preferred Stock, the Units of Preferred Stock purchasable upon exercise of each Rights should approximate the value of one share of Common Stock. In the event that, after the Rights become exercisable, the Company is to be registered acquired in a name merger or other business combination transaction with an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated assets or earning power are sold to an Acquiring Person or an affiliate thereof, proper provision will be made so that each holder of a Rights will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Rights, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Rights. In the event that any person or group of affiliated or associated persons becomes the beneficial owner of 15% or more of the outstanding shares of Common Stock, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that in which this Warrant Certificate is registerednumber of Units of Preferred Stock (Common Stock, cash, other securities or property) having a market value of two times the exercise price of the Rights. At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding shares of Common Stock and prior to the acquisition by such person or group of 50% or more of the outstanding Common Stock, the signature above must Continuing Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, for Units of Preferred Stock at an exchange ratio which shall equal, subject to adjustment to reflect stock splits, stock dividends and similar transactions occurring after the date hereof, that number obtained by dividing the Purchase Price by the then current per share market price per Unit of Preferred Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer is announced by any Person, if upon consummation thereof such Person would be guaranteedthe Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Units of Preferred Stock on the last trading day prior to the date of exercise. At any time within ten (10) business days after a person or group of affiliated or associated persons acquire beneficial ownership of 15% or more of the outstanding Common Stock (unless the Continuing Directors extends such ten-day period), the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"), upon the approval of a majority of the Continuing Directors. The redemption of the rights may be made effective at such time on such basis and with such conditions as the Board of Directors, upon the approval of the Continuing Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights are also redeemable under other circumstances as specified in the Rights Agreement. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights upon the approval of a majority of the Continuing Directors, except that from and after a Distribution Date no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: MEDEX, INC: The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced __________ Rights represented by the attached Warrant this Rights Certificate to purchase Warrant Shares, and herewith tenders the shares of Common Stock issuable upon the exercise of the Rights (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms other securities of the Class A Warrant Agreement. The undersigned Company or of any other person which may be issuable upon the exercise of the Rights) and requests that a certificate representing certificates for such Warrant Shares shares be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isdelivered to: Please insert social security or other identifying number ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Title, if applicableaddress) ______________________ Address: __________________________________________________________ SignatureIf such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be, registered in the name of and delivered to: 73 Please insert social security or other identifying number ________________________________________________________________________________ Note(Please print name and address) ________________________________________________________________________________ Dated:__________________, 19___ ________________________________________ Signature Signature Guaranteed: Certificate ----------- The above undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated:__________________, 19___ ______________________________ Signature Signature Guaranteed: 74 NOTICE The signature to the foregoing Election to Purchase and Certificate must correspond with to the name as written in upon the first sentence face of the attached Warrant this Rights Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. 75 Exhibit B --------- SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On October 12, 1995, the Board of Directors of Medex, Inc. (the "Company") declared a dividend distribution of one Right ("Right") for each outstanding share of the Company's Common Stock, par value $0.01 per share (the "Common Stock"), to shareholders of record at the close of business on October 26, 1995 ("Record Date"). Each Right entitles the registered holder to purchase from the Company one share of Common Stock, par value $0.01 per share, at a Purchase Price of $60 ("the Purchase Price"), subject to adjustment. The Purchase Price shall be paid in cash. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The Huntington National Bank, as Rights Agent ("Rights Agent"). Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and if no separate Rights Certificates will be distributed. The Rights will separate from the certificate evidencing Common Stock and a "Distribution Date" will occur upon the Warrant Shares earlier of (i) 10 days following a public announcement that a person or any Warrant Certificate representing Class A Warrants not exercised is group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to be registered acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a name person or group beneficially owning 20% or more of such outstanding shares of Common Stock. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after October 26, 1995 will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on October 26, 2005, unless earlier redeemed by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that, at any time following the Distribution Date, (i) the Company is the surviving corporation in a merger with an Acquiring Person or an associate or affiliate of an Acquiring Person and its Common Stock is not changed or exchanged, or (ii) a person or group 76 of affiliated or associated persons becomes the beneficial owner of 20% or more of the then outstanding shares of Common Stock (except pursuant to a tender offer or exchange offer for all outstanding shares of Common Stock approved by a majority of the Board of Directors who are not associated with an Acquiring Person, the "Continuing Directors"), or (iii) during such time as there is an Acquiring Person, an event occurs which results in such Acquiring Person's ownership interest being increased by more than 1% (e.g., a reverse stock split), or (iv) in the event of certain transactions between an Acquiring Person or an Affiliate of an Acquiring Person and the Company, each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock having a value equal to two times the exercise price of the Right (or, in certain circumstances, cash, property or other securities of the Company) or in certain circumstances each holder of a Right, for each Right held, will have the right to purchase one share of Common Stock for a price equal to $1.00. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. Notwithstanding any of the foregoing, following an occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were beneficially owned by an Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of any of the events set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $50 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $100 worth of Common Stock (or other consideration, as noted above) for $50. Assuming that the Common Stock had a per share value of $10.00 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for $50. Fractional shares will not be issued. In lieu of fractional shares of Common Stock, the Company may pay to the registered holder of Rights Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Common Stock. In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation (other than a merger described in the second preceding paragraph), (ii) the Company is the surviving corporation in a merger or consolidation with another person and all or part of its Common Stock is changed or exchanged, or (iii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." The Purchase Price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination 77 or reclassification of, the Common Stock, (ii) if holders of the Common Stock are granted certain rights or warrants to subscribe for Common Stock or convertible securities at less than the current market price of the Common Stock, or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular semiannual cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional shares will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading date prior to the date of exercise. At any time until ten (10) days following the Stock Acquisition Date (as such period may be extended by the Company pursuant to the Rights Agreement), the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right provided that in which certain circumstances such redemption will require the concurrence of a majority of the Continuing Directors. After this Warrant Certificate is registered10-day period has expired, this right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. After the above 10-day period expires and prior to the occurrence of a Triggering Event, the signature above must Company may redeem the Rights provided that such redemption is incidental to a merger, consolidation or other business combination involving the Company or a reorganization or restructuring of the Company which is approved by a majority of the Continuing Directors. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be guaranteedto receive the $.01 redemption price.

FORM OF ELECTION TO PURCHASE. The (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To NeoTherapeutics, Inc. In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ______________________ and that shares of Common Stock ("Common Stock"), $.001 par value per share, of NeoTherapeutics, Inc. and, if such certificate be delivered to ________________Holder is not utilizing the cashless exercise provisions set forth in this Warrant, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that such a New Warrant Certificate (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to _____________________, not a U.S. Person to: -------------------------------------------------------------------------------- (Please print name and whose address is: ______________________ address) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: , Name of Holder Holder: ---------------------- ---- (Print) ---------------------------------- (By:) ------------------------------------ (Name:) (Title:) (Signature must conform in all respects to name of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with holder as specified on the name as written in the first sentence face of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.Warrant)

FORM OF ELECTION TO PURCHASE. The (To be executed by the Warrant Holder to exercise the right to purchase shares of Common Stock under the foregoing Class A Non-Redeemable Warrant) To: To: Sibling Entertainment Group, Inc. 500 Xxxx 00xx Xxxxxx, Xxxxx 000 Xxx Xxxx, XX 00000 In accordance with the Series H-2 Warrant (the “Warrant”) enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ___________ shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Sibling Entertainment Group, Inc. at an Exercise Price (as defined in the Warrant) of ____________ per share and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ___________encloses herewith $___________ and in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price for the number of shares of Common Stock to which this Form of Election to Purchase relates. The undersigned requests that such Warrant Certificate certificates for the shares of Common Stock issuable upon this exercise be delivered to _____________________, not a U.S. Person and whose address isissued in the name of Name: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ________________ ________________ SignatureSocial Security Or Tax Identification Number: ____________________ If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: Name: ________________ Address: ________________ ________________ Dated: __________, ____ Name of Warrant Holder: Subscription Agreement Convertible Debenture Series H Sibling Entertainment Group, Inc. Page 27 of 56 June 28, 2006 EXHIBIT CD-3 TO THE CONVERTIBLE DEBENTURE FORM OF SERIES H-3 WARRANT NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE LAWS IN EACH INSTANCE AS EVIDENCE BY AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY. SIBLING ENTERTAINMENT GROUP, INC. SERIES H-3 Warrant No. ___________ Dated: ___________________________ Note: The above signature must correspond with Sibling Entertainment Group, Inc., a company organized and existing under the name as written in the first sentence laws of the attached State of New York (the “Company”), hereby certifies that, for value received, [________________], or its registered assigns (the “Warrant Certificate Holder”), is entitled, for every one SERIES H-3 Stock Purchase Warrant owned, subject to the terms set forth below, to purchase from the Company one (1) share of the Company’s common stock, $0.001 par value (the “Common Stock”) (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.00 per share (as adjusted from time to time as provided in every particularSection 5 (the “Exercise Price”). This Warrant certificate represents [__________________] SERIES H-3 Stock Purchase Warrants (collectively, without alteration or enlargement or the “Warrants”). This Warrant is issued pursuant to a Subscription Agreement dated ______________, 2006 for reference purposes between the Company and the original holder of this Warrant. The Warrants may be exercised at any change whatevertime and from time to time from and after the date thereof and through and including 5:00 p.m. Eastern Standard Time on __________________, 20___ 2(the “Expiration Date”), and if subject to the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.following terms and conditions:

FORM OF ELECTION TO PURCHASE. The (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To NeoTherapeutics, Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase __________ shares of the Class A Warrants evidenced common stock ("Common Stock"), no par value per share, of NeoGene Technologies, Inc. and such Holder (i) ___ is utilizing the Cashless Exercise provisions set forth in the Warrant, or (ii) ___ encloses herewith $__________ in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the attached Warrant Certificate undersigned pursuant to purchase Warrant Shares, the Warrant. The undersigned hereby acknowledges that it has reviewed the representations and herewith tenders (or is concurrently tendering) payment warranties contained in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms Section 11 of the Class A Warrant Agreementand by its signature below hereby makes such representations and warranties to the Company as of the date hereof. The undersigned requests that a certificate representing such Warrant Shares certificates for the shares of Common Stock issuable upon this exercise be registered issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER -------------------------------------------------------------------------------- (Please print name and address) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a Person who is not a U.S. Person New Warrant (as that term is defined in Rule 902 the Warrant) evidencing the right to purchase the shares of Regulation S, Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and whose address isdelivered to: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: __________, ____ Name of Holder: (Print) ---------------------------------- (By:) ------------------------------------ (Name:) (Title:) (Signature must conform in all respects to name of holder as specified on the face of the Warrant) FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________ and that such certificate be delivered the right represented by the Warrant enclosed with this Form of Assignment to purchase _________________ shares of Common Stock of NeoTherapeutics, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by Inc. to which the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person relates and whose address is: __appoints ____________________ and that such Warrant Certificate be delivered attorney to ___________transfer said right on the books of NeoTherapeutics, Inc. with full power of substitution in the premises. Dated: __________, not a U.S. Person and whose address is: ______________________ Dated: Name --------------------------------------- (Signature must conform in all respects to name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with holder as specified on the name as written in the first sentence face of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if Warrant) --------------------------------------- Address of Transferee --------------------------------------- --------------------------------------- In the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.presence of: --------------------------

FORM OF ELECTION TO PURCHASE. (To be executed by the Holder if he desires to exercise Warrants evidenced by the within Warrant Certificate) To Odyssey Marine Exploration, Inc.: The undersigned hereby irrevocably elects to exercise of the Class A Warrants ____________ Warrants, evidenced by the attached within Warrant Certificate for, and to purchase Warrant Sharesthereunder, ________________ full shares of Common Stock issuable upon exercise of said Warrants and herewith tenders (or is concurrently tendering) payment in the amount delivery of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement____________ and any applicable taxes. The undersigned requests that certificates for such shares be issued in the name of: (Please print name and address): ________________________________________________________________ ________________________________________________________________ ________________________________ _____________________________ (Social Security or Tax ID #) If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a certificate representing such new Warrant Shares Certificate evidencing the Warrants not so exercised be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isdelivered to: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Title, if applicableaddress) ______________________ AddressDated: ______________________ Signature: ________________________ NoteNOTICE: The above signature must correspond with the name as written in upon the first sentence face of the attached within Warrant Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever, or if signed by any other person the Form of Assignment hereon must be duly executed and if the certificate evidencing representing the Warrant Shares shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this the within Warrant Certificate is registered, the signature above of the holder hereof must be guaranteed.. Signature Guaranteed: __________________________________________ SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE. EXHIBIT C Section

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: TERADYNE, INC. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ________ Rights represented by the attached Warrant this Rights Certificate to purchase Warrant Shares, and herewith tenders the shares of Common Stock issuable upon the exercise of the Rights (or is concurrently tenderingsuch other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) payment and requests that certificates for such shares be issued in the amount name of $1.00 and delivered to: Please insert social security or other identifying number ---------------------------------------------------------------- ---------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for each the balance of such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------ ------------------------------------------------------------ Dated:_______________, 19__ ------------------------------- Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is not a U.S. or was an Acquiring Person, an Adverse Person or an Affiliate or Associate of any such Person (as that term is such terms are defined in Rule 902 the Rights Agreement); (2) after due inquiry and to the best knowledge of Regulation Sthe undersigned, and whose address it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is: , was or became an Acquiring Person, an Adverse Person or an Affiliate or Associate of any such Person. Dated:_______________, 19__ ______________________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address isSignature Signature Guaranteed:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.

FORM OF ELECTION TO PURCHASE. (To be executed if Holder desires to exercise the Warrants evidenced by this Warrant Certificate). TO EDUCATIONAL VIDEO CONFERENCING, INC. The undersigned hereby (1) irrevocably elects to exercise of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ___________________________________ Warrants represented by this Warrant Certificate to purchase __________ shares of Common Stock issuable upon the exercise of such Warrants, (2) makes payment in full of the aggregate Exercise Price for such Warrants by enclosure of a bank cashier's check or money order therefor or by surrendering Warrants or shares of Common Stock for application to the aggregate Exercise Price, upon condition that new Warrants be issued for the balance of the Warrants remaining, and (3) requests that such certificate certificates for shares and Warrants be delivered to issued in the name of. (Please insert social security or other identifying number) _________________ (Please print name and address) If such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, not a U.S. Person, new Warrant Certificate for the balance remaining of such Warrants shall be registered in the name of and whose address is:delivered to: Please insert social security or other identifying number) ___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the _ (Please print name of and address) DATED: _________________, not a U.S. Person and whose address is: 19/20___ Signature _________________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address isSignature Guaranteed: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ NoteNOTICE: The above signature on the foregoing election to purchase must correspond with to the name as written in upon the first sentence face of the attached this Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteedwhatsoever.

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise _________ of the Class A B Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share Shares in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ______________________ is and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________is . If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, Certificate (as calculated pursuant to the Class A Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ is and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ is . Dated: , Name of Holder holder of Warrant Certificate: ______________________________ By: ______________________________ (Please Print Name and Title, if applicablePrint) ______________________ Address: _______________________ _______________________ Federal Tax ID No.: ________________ Signature: _______________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.. Dated: ,

FORM OF ELECTION TO PURCHASE. [To Be Executed Upon Exercise Of Warrant] NOTICE OF EXERCISE (To Be Executed by the Registered Holder in Order to Exercise Warrants) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, New Common Stock and herewith tenders (or is concurrently tendering) payment for such shares to the order of RCN Corporation in the amount of $1.00 for each such Warrant Share in an amount determined [ ] per share of the New Common Stock (subject to adjustment) in accordance with the terms of the Class A Warrant Agreement, in cash or by certified or official bank check made payable to the order of the Company. -------------------------------------------------------------------------------- REQUEST FOR PAYMENT OF SPREAD [ ] Please check if the undersigned, in lieu of tendering the cash payment, as aforesaid, hereby requests the payment of the "Spread" within the meaning of Section 7 of the Warrant Agreement. -------------------------------------------------------------------------------- The undersigned requests that a certificate representing for such Warrant Shares shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: _______________________ PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER and that such Warrant Certificate be delivered to to:_____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and TitlePLEASE PRINT OR TYPE NAME AND ADDRESS, if applicableINCLUDING POSTAL ZIP CODE) ________________________________________________________________________________ Addressand, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below: ______________________ Signature: ___________________________________________________________ Note(PLEASE PRINT OR TYPE ADDRESS) Dated: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular__________, without alteration ____ ___________________________________________________ Signature(s)* ___________________________________________________ ___________________________________________________ (Social Security or enlargement or any change whateverTaxpayer Identification Number) _______________________ Signature(s) Guaranteed* * THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BEAR A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registeredSIGNATURE GUARANTEED BY AN "ELIGIBLE GUARANTOR INSTITUTION" AS DEFINED IN RULE 17Ad-15(2) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, the signature above must be guaranteedAS AMENDED.

FORM OF ELECTION TO PURCHASE. (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To RoweCom Inc.: The undersigned hereby irrevocably elects to purchase _____________ shares of common stock, $.01 par value per share, of RoweCom Inc. (the "Common Stock") and , if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of the Class A Warrants evidenced shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the attached Warrant Certificate undersigned pursuant to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant AgreementWarrant. The undersigned requests that a certificate representing such Warrant Shares certificates for the shares of Common Stock issuable upon this exercise be registered issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ------------------------------- (Please print name and address) Dated: __________ , a Person who is not a U.S. Person Name of Holder: (Print) (By:) (Name:) (Title:) (Signature must conform in all respects to name of holder as that term is defined in Rule 902 specified on the face of Regulation Sthe Warrant) FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and whose address is: transfers unto ________________________________ and that such certificate be delivered the right represented by the within Warrant to purchase ________________, not a U.S. Person, _ shares of Common Stock of RoweCom Inc. to which the within Warrant relates and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______appoints ________________ and that such Warrant Certificate be delivered attorney to _____________________, not a U.S. Person and whose address is: ______________________ transfer said right on the books of RoweCom Inc. with full power of substitution in the premises. Dated: Name ---------------, ---- --------------------------------------- (Signature must conform in all respects to name of Holder holder as specified on the face of the Warrant) --------------------------------------- Address of Transferee --------------------------------------- --------------------------------------- In the presence of: -------------------------- ANNEX A ------------------------------------------------------------------------------- Date Number of Warrant CertificateNumber of Warrant Number of Shares Available Shares Exercised Warrant to be Exercised Shares Remaining to be Exercised ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Exhibit 10.4(b) NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ROWECOM INC. WARRANT Warrant No. 2 Dated: ______________________ By: ______________________ September 12, 2000 RoweCom Inc., a Delaware corporation (Please Print Name and Titlethe "Company"), if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with hereby certifies that, for value received, Montrose Investments Ltd. or its registered assigns ("Holder"), is entitled, subject to the name as written in terms set forth below, to purchase from the first sentence Company 101,968 shares of common stock, $.01 par value per share (the "Common Stock"), of the attached Company (each such share, a "Warrant Certificate Share" and all such shares, the "Warrant Shares") at an exercise price equal to $7.2676 per share (as adjusted from time to time as provided in every particularSection 8, without alteration or enlargement or the "Exercise Price"), at any change whatevertime and from time to time from and after the date hereof and through and including September 12, 2005 (the "Expiration Date"), and if subject to the certificate evidencing following terms and conditions: This Warrant is issued pursuant to the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registeredConvertible Debenture Purchase Agreement (the "Purchase Agreement") dated as of September 12, 2000, by and among the signature above must be guaranteedCompany and the original Holder.

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: AT&T Wireless Services, Inc. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced exercise_________ Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, the Preferred Shares issuable upon the exercise of such Rights and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing certificates for such Warrant Preferred Shares be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: Please insert social security or other identifying number ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Title, if applicableaddress) ______________________ Address: ___________________________________________________________ SignatureIf such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Note(Please print name and address) ________________________________________________________________________________ Dated:____________________ _______________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The above undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). _______________________________ Signature NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must correspond with conform to the name as written in upon the first sentence face of the attached Warrant this Right Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction One preferred share purchase right (a "Right") is attached to and trades each outstanding share of common stock, par value $.01 per share. Our Board has adopted the Rights Agreement that provides for these rights in order to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board. The Rights Agreement should not interfere with any merger or other business combination approved by our Board. For those interested in the specific terms of the Rights Agreement as made between our Company and Equiserve Trust Company, N.A., as the Rights Agent, as of June 18, 2001, we provide the following summary description. Please note, however, that this description is only a summary, and if is not complete, and should be read together with the certificate evidencing entire Rights Agreement, which has been filed with the Warrant Shares or any Warrant Certificate representing Class Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A Warrants not exercised dated _________ __, 2001. A copy of the agreement is to be registered in a name other than that in which this Warrant Certificate is registeredavailable free of charge from our Company. The Rights. The Rights trade with, and are inseparable from, the signature above must be guaranteedcommon stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue until the Distribution Date described below.

FORM OF ELECTION TO PURCHASE. (To be executed if registered holder desires to exercise the Right Certificate.) TO CUTTER & BUCK INC.: The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced _______________ Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, the shares of Class A Preferred Stock issuable upon the exercise of such Rights and herewith tenders (or is concurrently tenderingrequests that certificates for such share(s) payment be issued in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isfollowing name: Please insert social security or other identifying number:_________________________________________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: _________________________________________ and that such Warrant Certificate be delivered to (PLEASE PRINT NAME AND ADDRESS) _____________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, not a U.S. Person new Right Certificate for the balance remaining of such Rights shall be registered in the name of and whose address isdelivered to: Please insert social security or other identifying number:_________________________________________________ _____________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: Name ----------------------- ------------------------------------------------ Signature (Signature must conform in all respects to name of Holder holder as specified on the fact of Warrant this Right Certificate: ______________________ By: ______________________ ) EXHIBIT C FORM OF CERTIFICATE OF DESIGNATIONS OF CLASS A JUNIOR PREFERRED STOCK CUTTER & BUCK INC. PURSUANT TO SECTIONS 23B.06.010 AND 23B.06.020 OF THE WASHINGTON BUSINESS CORPORATION ACT I, Xxxxxx X. Xxxxx, Chairman of Cutter & Buck Inc., a corporation organized and existing under the Washington Business Corporation Act (Please Print Name and Titlethe "Company"), if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond in accordance with the name as written provisions of Sections 23B.06.010 and 23B.06.020 of such law, DO HEREBY CERTIFY that at a meeting of the Board of Directors on November 20, 1998 at which meeting a quorum was present, that the following resolutions were adopted: RESOLVED, that pursuant to the authority vested in the first sentence Board of Directors of the attached Warrant Certificate Company in every particularaccordance with the Company's Restated Articles of Incorporation, without alteration or enlargement or any change whateveras amended, a series of Preferred Stock of the Company be, and if hereby is, created, and the certificate evidencing powers, designations, preferences and relative, participating, optional or other special rights of the Warrant Shares shares of such series, and the qualifications, limitations or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registeredrestrictions thereof, the signature above must be guaranteed.be, and hereby are, as follows:

FORM OF ELECTION TO PURCHASE. The (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To NeoTherapeutics, Inc. In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ______________________ and that shares of Common Stock ("Common Stock"), $.001 par value per share, of NeoTherapeutics, Inc. and, if such certificate be delivered to ________________Holder is not utilizing the cashless exercise provisions set forth in this Warrant, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER -------------------------------- -------------------------------------------------------------------------------- (Please print name and address) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that such a New Warrant Certificate (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to _____________________, not a U.S. Person to: -------------------------------------------------------------------------------- (Please print name and whose address is: ______________________ address) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: , Name of Holder Holder: ---------------------- ---- (Print) ---------------------------------- (By:) ------------------------------------ (Name:) (Title:) (Signature must conform in all respects to name of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with holder as specified on the name as written in the first sentence face of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.Warrant)

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise _________ of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share Shares in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ______________________ is and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________is . If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, Certificate (as calculated pursuant to the Class A Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ is and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ is . Dated: , Name of Holder holder of Warrant Certificate: ___________________________________________ By: ___________________________________________ (Please Print Name and Title, if applicablePrint) Address: ___________________________________ Address___________________________________________ Federal Tax ID No.: ___________________________ Signature: _________________________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.. Dated: , CLASS B WARRANT AGREEMENT CLASS B WARRANT AGREEMENT (“Agreement”), dated as of November __, ____, by and between Suspect Detection Systems, Inc., a Delaware corporation (the “Company”), and ____________________ (“Warrantholder”). Certain capitalized terms used herein are defined in Section 15 hereof. In consideration of the mutual terms, conditions, representations, warranties and agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ shares of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, Common Stock and herewith tenders (or is concurrently tendering) payment for such shares to the order of Advanced Radio Telecom Corp. in the amount of $1.00 for each such Warrant Share in an amount determined ______ in accordance with the terms hereof unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 6 of the Class A Warrant Agreement. The undersigned requests that a certificate representing for such Warrant Shares shares be registered in the name of ________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is _______________________________ and that such certificate shares be delivered to ________________, not a U.S. Person, and _ whose address is:is ___________ ______________________. If said number of Class A Warrants shares is less than all of the number shares of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant AgreementCommon Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing representing the number remaining balance of Class A Warrants evidenced by this Warrant Certificate that are not being exercised such shares be registered in the name of _________________, not a U.S. Person and whose address is: is ______________________ ____, and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: is ______________________ Dated: Name of Holder of Warrant Certificate. Date: ______________, ____ ________ By: ______________________ (Please Print Name and Title, if applicableSignature) __________________________ Address(Signature Guaranteed) EXHIBIT B FORM OF TRANSFER LEGEND Each Certificate evidencing Warrants originally issued as part of a Unit of Notes and Warrants issued by the Company (and each Certificate evidencing Warrants issued on registration of transfer thereof or in exchange or substitution therefor prior to the close of business on the Separation Date (as defined)) shall bear a legend, which may be affixed by stamp or sticker, in substantially the following form: The Warrants evidenced by this Certificate are not transferable separately from the Notes originally sold as a Unit with such Warrants until the earlier of (i) ______________________ Signature: ______________________ Note: The above signature must correspond , 1997 (ii) a Change in Control (as defined in the indenture relating to such Notes) and (iii) such date as the Underwriters in the Offering hereof may, in their discretion, deem appropriate. Prior to such date, the Warrants evidenced by this Certificate may be transferred only in integral multiples of 15 Warrants and only with the name as written in simultaneous transfer to the first sentence Transferee of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A $1,000 of principal amount of Notes for each 15 Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteedso transferred.

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ shares of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, Common Stock and herewith tenders (or is concurrently tendering) payment for such shares to the order of the Company in the amount of $1.00 for each such Warrant Share in an amount determined ______ in accordance with the terms hereof unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 12 of the Class A Warrant Agreement in which case the holder shall receive such number of Warrant Shares equal to the product of (A) the number of Warrant Shares for which this Warrant Certificate is exercisable as of the date of exercise (if the Exercise Price were being paid in cash) and (B) the Cashless Exercise Ratio (as defined in the Warrant Agreement). The undersigned requests that a certificate representing for such Warrant Shares shares be registered in the name of of_______________________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is _______________________ and that such certificate shares be delivered to ________________, not a U.S. Person, and _ whose address is:is ______________________________. If said number of Class A Warrants shares is less than all of the number shares of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant AgreementCommon Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing representing the number remaining balance of Class A Warrants evidenced by this Warrant Certificate that are not being exercised such shares be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ , and that such Warrant Certificate be delivered to _________________, whose address is ____, not a U.S. Person and whose address is______________. Date: ______________________ Dated: Name of Holder of Warrant Certificate: __________________, ____ By: ______________________ ----------------------------------------- (Please Print Name and Title, if applicableSignature) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.----------------------------------------- (Signature Guaranteed)

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise _________ of the Class A B Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share Shares in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: _______________, whose address is _________________ and that such certificate be delivered to _________________ , not a U.S. Person, and whose address is:is ____________________ . If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, Certificate (as calculated pursuant to the Class A Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: _____is _________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: is ______________________ . Dated: , Name of Holder holder of Warrant Certificate: _____________________________ By: _____________________________ (Please Print Name and Title, if applicablePrint) Address:______________________ Address: _____________________________ Federal Tax ID No.:______________ Signature: _:_____________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.. Dated: ,

FORM OF ELECTION TO PURCHASE. (To be executed by the holder of Warrants if such holder desires to exercise Warrants evidenced by the foregoing Warrant Certificate) To Metal Management, Inc.: The undersigned hereby irrevocably elects to exercise of the Class A ____________ Warrants evidenced by the attached foregoing Warrant Certificate to purchase Warrant Sharesfor, and herewith tenders to [purchase thereunder, _______________ shares of Common Stock issuable upon exercise of said Warrants and delivery of $___________ (or is concurrently tendering) payment in cash as provided for in the amount of $1.00 for each foregoing Warrant Certificate) and any applicable taxes payable by the undersigned pursuant to such Warrant Share in an amount determined Certificate.][receive, in accordance with the terms Section 4(d) of the Class A Warrant Agreement, ______ shares of Common Stock issuable upon exercise of said Warrants and delivery of any applicable taxes payable by the undersigned pursuant to such Warrant Agreement]. The undersigned requests that a certificate representing certificates for such Warrant Shares shares be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ___________________________. PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ____________________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Titleaddress) If said number of Warrants shall not be all the Warrants evidenced by the foregoing Warrant Certificate, if applicable) the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be issued in the name of and delivered to: ____________________________ Address: ____________________________ Signature: ____________________________ Note(Please print name and address) Dated: The above signature must correspond with ______________, _____ Name of holder of Warrant (Print:) __________________________ (By:) __________________________ (Title:) __________________________ FORM OF ASSIGNMENT FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers to each assignee set forth below all of the rights of the undersigned in and to the number of Warrants (as defined in and evidenced by the foregoing Warrant Certificate) set opposite the name as written of such assignee below and in and to the foregoing Warrant Certificate with respect to said Warrants and the shares of Common Stock issuable upon exercise of said Warrants: Name of Assignee Address Number of Warrants If the total of said Warrants shall not be all the Warrants evidenced by the foregoing Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so assigned be issued in the first sentence name of and delivered to the attached undersigned. Name of holder of Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.(Print:) _______________________

FORM OF ELECTION TO PURCHASE. [To Be Executed Upon Exercise of Warrant] The undersigned holder hereby represents that he or it is the registered holder of this Warrant Certificate, and hereby irrevocably elects to exercise of the Class A Warrants evidenced right, represented by the attached this Warrant Certificate Certificate, to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: __________receive ____________ shares of Series A Special Convertible Preferred Stock, par value $.20 per share (the "Series A Special Preferred Stock"), of PHONETEL TECHNOLOGIES, INC. (the "Company") and that herewith tenders payment for such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant shares to the Class A Warrant Agreement, order of the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered Company in the name amount of _________________, not a U.S. Person and whose address is: ___________$___________ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such certificate be delivered to the undersigned at the address hereinafter set forth or to such other person or entity as is hereinafter set forth. If said number of shares is less than all of the shares of Series A Special Preferred Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose the undersigned at the address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with the name hereinafter set forth or to such other person or entity as written in the first sentence of the attached Warrant is hereinafter set forth. Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered as follows: --------------------------------------- Name: Address: Certificate to be delivered as follows: -------------------------------------- Name: Address: Date: -------------------- ------------------------------- (Signature must conform in a all respects to the name other than that in which this of the holder as specified on the fact of the Warrant Certificate is registeredCertificate, the signature above must be guaranteed.unless Form of Assignment has been executed)

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects (To be executed by the Warrant Holder to exercise of the Class A Warrants evidenced by the attached Warrant Certificate right to purchase Warrant Shares, and herewith tenders (or is concurrently tenderingshares of Common Stock under the foregoing Warrant) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isTo: ______________________ and that such certificate be delivered ____: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase _________________ shares of Common Stock (“Common Stock”), not a U.S. Person$0.001 par value, and whose address is:of ___________________. If said number __ and encloses one warrant and $0.84 for each Warrant Share being purchased or an aggregate of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of $__________________ in cash or by certified or official bank check or checks or wire transfer, which sum represents the aggregate Exercise Price (as defined in the Warrant) together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of: (Please print name and address) (Please insert Social Security or Tax Identification Number) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a U.S. Person New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and whose address isdelivered to: (Please print name and address) Dated: ________________________________________ Name of Warrant Holder: (Print) (By:) (Name:) (Title:) Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant ASSIGNMENT FORM (To assign the foregoing warrant, execute this form. Do not use this form to exercise the warrant.) FOR VALUE RECEIVED, the foregoing Warrant and that such Warrant Certificate be delivered all rights evidenced thereby are hereby assigned to _____________________, not a U.S. Person and _________________________________________________ whose address is: is _______________________________________________________________________________________________________ _______________________________________________________________________________________________________ Dated: Name of Holder of Warrant Certificate_____________________, _______ Holder’s Signature: Holder’s Address: Signature Guaranteed: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.

FORM OF ELECTION TO PURCHASE. (To be executed if the register holder desires to exercise Rights represented by the Rights Certificate) To: PERFORMANCE TECHNOLOGIES, INCORPORATED The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ________________ Rights represented by the attached Warrant this Rights Certificate to purchase Warrant Shares, and herewith tenders the shares of Preferred Stock issuable upon the exercise of the Rights (or is concurrently tenderingsuch other securities of the Company or of any other Person which may be issuable upon the exercise of the Rights) payment and requests that certificates for such shares be issued in the amount name of $1.00 and delivered to: (Please print name and address) ----------------------------------------------- Please insert social security ------------------------------------------------- or other identifying number: -------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for each the balance of such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares Rights shall be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isdelivered to: (Please print name and address) ----------------------------------------------- Please insert social security ------------------------------------------------- or other identifying number: -------------------------------------------------- Dated: ____________________ Signature___________________________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant NOTICE The signatures to the Class A Warrant Agreement, the undersigned requests that a new Warrant foregoing Election to Purchase and following Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered must conform to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with the name as written in upon the first sentence face of the attached Warrant this Rights Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. The signature must be guaranteed by a member firm of a registered national securities exchange, and if a member of the certificate evidencing National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the Warrant Shares or any Warrant United States. In the event the certification set forth above is not completed, the Company will deem the acquiring person of the Right evidenced by this Rights Certificate representing Class A Warrants not exercised is to be registered an Acquiring Person or an Affiliate or Associate thereof (as defined in a name the Rights Agreement) and will not issue the shares of Preferred Stock issuable upon the exercise of the Rights (or such other than that in securities of the Company or of any other Person which this Warrant Certificate is registered, may be issuable upon the signature above must be guaranteedexercise of the Rights).

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ shares of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, Common Stock and herewith tenders (or is concurrently tendering) payment for such shares to the order of the Company in the amount of $1.00 for each such Warrant Share in an amount determined ______ in accordance with the terms hereof unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 6 of the Class A Warrant Agreement in which case the holder shall receive such number of Warrant Shares equal to the product of (A) the number of Warrant Shares for which this Warrant Certificate is exercisable as of the date of exercise (if the Exercise Price were being paid in cash) and (B) the Cashless Exercise Ratio (as defined in the Warrant Agreement). The undersigned requests that a certificate representing for such Warrant Shares shares be registered in the name of _______________________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is _______________________ and that such certificate shares be delivered to ________________, not a U.S. Person, and _ whose address is:is ______________________________. If said number of Class A Warrants shares is less than all of the number shares of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant AgreementCommon Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing representing the number remaining balance of Class A Warrants evidenced by this Warrant Certificate that are not being exercised such shares be registered in the name of _________________, not a U.S. Person and whose address is: is ______________________ , and that such Warrant Certificate be delivered to _________________, whose address is ____, not a U.S. Person and whose address is______________. Date: ______________________ Dated: Name of Holder of Warrant Certificate: __________________, ____ By------------------------------ (Signature) ------------------------------ (Signature Guaranteed) EXHIBIT A FORM OF PURCHASER LETTER Insilco Holding Co. 000 Xxxxx Xxxxx X. Xxx 0000 Xxxxxx, Xxxx 00000 Telephone: ______________________ (Please Print Name 000) 000-0000 Attention: Xxxxxxx X. Xxxx, Esq. National City Bank Corporate Trust Administration 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 Telephone: (000) 000-0000 Attention: J. Xxxx Xxxxxxx Re: Warrants to Purchase Common Stock of Silkworm Acquisition Corporation, a Delaware corporation (CUSIP: 457661 12 2). Reference is hereby made to the Warrant Agreement, dated as of August 17, 1998 (the "Warrant Agreement"), among Silkworm Acquisition Corporation, as assumed by Insilco Holding Co. (the "Issuer"), and TitleNational City Bank, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with as warrant agent. Capitalized terms used but not defined herein shall have the name as written meanings given to them in the first sentence Warrant Agreement. In connection with our proposed purchase of the attached Warrants or Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.Shares: we confirm that:

FORM OF ELECTION TO PURCHASE. (To Be Executed by the Holder if the Holder Desires to Exercise Warrants Evidenced by the Foregoing Warrant Certificate) To Tamboril Cigar Company: The undersigned hereby irrevocably elects to exercise of the Class A ____________ Warrants evidenced by the attached foregoing Warrant Certificate for, and to purchase Warrant Sharesthereunder, ______________ full shares of Common Stock issuable upon exercise of said Warrants and herewith tenders (or is concurrently tendering) payment in the amount delivery of $1.00 for each _________ in cash and any applicable taxes payable by the undersigned pursuant to such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant AgreementCertificate. The undersigned requests that a certificate representing certificates for such Warrant Shares shares be registered issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER _____________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ If said number of Warrants shall not be all the Warrants evidenced by the foregoing Warrant Certificate, the undersigned requests that a Person who is new Warrant Certificate evidencing the Warrants not a U.S. Person as that term is defined so exercise be issued in Rule 902 the name of Regulation S, and whose address isdelivered to: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: _______________________ (Please print name and that such Warrant Certificate be delivered to address) _____________________, not a U.S. Person and whose address is: ___________________________________________________________ ________________________________________________________________________________ Dated: ________, 19_____ Name of Holder of Warrant CertificateHolder: (Print)______________________ By: ______________________ (Please Print Name and Title, if applicable) By:)_______________________________________ Address: (Title:) FORM OF ASSIGNMENT FOR VALUE RECEIVED, ____________________________________________ Signaturehereby sells, assigns, and transfers to each assignee set forth below all of the rights of the undersigned in and to the number of Warrants (as defined in and evidenced by the foregoing Warrant Certificate) set opposite the name of such assignee below and in and to the foregoing Warrant Certificate with respect to said Warrants and the shares of Common Stock issuable upon exercise of said Warrants: Name of Assignee Address Number of Warrants ---------------- ------- ------------------ If the total of said Warrants shall not be all the Warrants evidenced by the foregoing Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so assigned be issued in the name of and delivered to the undersigned. Dated: _______, 19_____ Name of Holder: (Print)_____________________________________ Note: The above (By:)_______________________________________ (Title:) EXHIBIT C --------- REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement"), is made and entered into as of September __, 1997, by and among Tamboril Cigar Company, a corporation organized and existing under the laws of the State of Delaware (the "Company"), the purchasers listed on the signature must correspond pages hereof (collectively, the "Purchasers"), Xxxxx Xxxxxxx, LLC ("Xxxxx Xxxxxxx") and Refco Securities, Inc. (the "Placement Agent"). This Agreement is made in connection with the name as written in Convertible Debenture and Convertible Preferred Stock Purchase Agreement, dated September __, 1997, by and among the first sentence Purchasers and the Company (the "Purchase Agreement"). The execution of this Agreement is a condition to the closing of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if transactions contemplated by the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registeredPurchase Agreement. The Company, the signature above must be guaranteed.Placement Agent, Xxxxx Xxxxxxx and the Purchasers hereby agree as follows:

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects (To be executed by the Warrant Holder to exercise of the Class A Warrants evidenced by the attached Warrant Certificate right to purchase Warrant Shares, and herewith tenders (or is concurrently tenderingshares of Common Stock under the foregoing Warrant) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isTo: ______________________ and that such certificate be delivered _____: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase _________________ shares of Common Stock (“Common Stock”), not a U.S. Person$0.001 par value, and whose address is:___________________. If said number _ and encloses one warrant and $0.42 for each Warrant Share being purchased or an aggregate of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of $__________________ in cash or by certified or official bank check or checks or wire transfer, not a U.S. Person and whose address iswhich sum represents the aggregate Exercise Price (as defined in the Warrant) together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of: ____________________________________________________ (Please print name and address) ____________________________________________________ (Please insert Social Security or Tax Identification Number) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that such a New Warrant Certificate (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: ____________________________________________________ ____________________________________________________ ____________________________________________________ (Please print name and address) Dated: ___________________________ Name of Warrant Holder: (Print) _____________________________________ (By:) ______________________________________ (Name:) ____________________________________ (Title:) _____________________________________ Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant ASSIGNMENT FORM (To assign the foregoing warrant, execute this form. Do not use this form to exercise the warrant.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to _____________________, not a U.S. Person and _____________________________________________________________ whose address is: is _______________________________________________________________________________________________________ _______________________________________________________________________________________________________ Dated: Name of Holder of Warrant Certificate_____________________, _______ Holder’s Signature: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Holder’s Address: __________________________________________ SignatureSignature Guaranteed: ______________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.______________________

FORM OF ELECTION TO PURCHASE. The (To be executed by the Warrant Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To: AIMS Worldwide, Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase ______________ shares of Common Stock (“Common Stock”), $0.001 par value, of AIMS Worldwide, Inc. and encloses one warrant and $_________ for each Warrant Share being purchased or an aggregate of $________________ in cash or certified or official bank check or checks, which sum represents the Class A Warrants evidenced aggregate Exercise Price (as defined in the Warrant) together with any applicable taxes payable by the attached Warrant Certificate undersigned pursuant to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant AgreementWarrant. The undersigned requests that a certificate representing such Warrant Shares certificates for the shares of Common Stock issuable upon this exercise be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: ­­­­­­­­­­­­­­­__________________________________________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Title, if applicableaddress) __________________________________________________ Address(Please insert Social Security or Tax Identification Number) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: __________________________________________________ __________________________________________________ __________________________________________________ (Please print name and address) Dated: _______________________ Name of Warrant Holder: (Print) ______________________________________ (By:) ______________________________________ (Name:) ______________________________________ (Title:) ______________________________________ Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant [FORM OF ASSIGNMENT PURSUANT TO SECTION 4(a)] (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto __________________________________________ (Please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and hereby irrevocably constitutes and appoints _______________________________ Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated: Signature: ___________________________________ Note: The above signature (Signature must correspond with confirm in all respects to name of holder as specified on the name as written in the first sentence face of the attached Warrant Certificate Certificate.) (Insert Social Security or Other Identifying Number of Assignee). THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT ("PURCHASE AGREEMENT"), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY. --------------------------------------- AIMS Worldwide, Inc. COMMON STOCK PURCHASE WARRANT Number of shares: 825,000 Holder: Lerota LLC Expiration Date: July 19, 2012 Exercise Price per Share: $0.01 AIMS Worldwide, Inc., a company organized and existing under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received, Lerota LLC, or its registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth below, to purchase from the Company 825,000 shares (the “Warrant Shares”) of common stock, $0.001 par value (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at a price of $0.01 per Warrant Share (as adjusted from time to time as provided in every particularSection 7, without alteration per Warrant Share (the “Exercise Price”), at any time and from time to time from and after July 19, 2007 (the “Issuance Date”) and through and including 5:00 p.m. New York City time on the Expiration Date (or enlargement 18 months of effectiveness of a Registration Statement subsequent to the issuance herein (such 18 months to be extended by one month for each month or any change whateverportion of a month during which a Registration Statement’s effectiveness has lapsed or been suspended), whichever is longer) (the “Warrant Expiration Date”), and if subject to the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.following terms and conditions:

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise _________ of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share Shares in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of _________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is ______________________ ____and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:____is _______________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, Certificate (as calculated pursuant to the Class A Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _______________, whose address is ________________and that such Warrant Certificate be delivered to ____________, not a U.S. Person and whose address is: is ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ . Dated: , Name of Holder holder of Warrant Certificate: _____________________________ By: _____________________________ (Please Print Name and Title, if applicablePrint) Address:______________________ Address: _____________________________ Federal Tax ID No.:______________ Signature: _:_____________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.. Dated: , CLASS B WARRANT AGREEMENT CLASS B WARRANT AGREEMENT (“Agreement”), dated as of November __, 2007, by and between PCMT Corporation, a Delaware corporation (the “Company”), and ____________________ (“Warrantholder”). Certain capitalized terms used herein are defined in Section 15 hereof. In consideration of the mutual terms, conditions, representations, warranties and agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise _________ of the Class A 2007-D Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share Shares in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of ______________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is _______________________________ and that such certificate be delivered to ________________________, not a U.S. Person, and whose address is:is _____________________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, Certificate (as calculated pursuant to the Class A Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _______________________, not a U.S. Person and whose address is: is _______________________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: is ______________________ _____________________. Dated: , Name of Holder holder of Warrant Certificate: ______________________________________________ By: ______________________________________________ (Please Print Name and Title, if applicablePrint) Address: _______________________________________ Address__________________________________ Federal Tax ID No.: _______________________________ Signature: ______________________________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced represented by the attached this Warrant Certificate and to purchase Warrant Sharesthe shares of Common Stock issuable upon the exercise of said Warrants, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing certificates for such Warrant Shares shares be registered in the name of , a Person who is not a U.S. Person issued and delivered as that term is defined in Rule 902 of Regulation S, and whose address isfollows: ISSUE TO: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicableNAME) _____________________________________________ Address(ADDRESS, INCLUDING ZIP CODE) _____________________________________________ (SOCIAL SECURITY OR OTHER TAX IDENTIFYING NUMBER) DELIVER TO: ______________________ Signature: ________________________ Note: The above signature must correspond with (NAME) _____________________________________________ (ADDRESS, INCLUDING ZIP CODE) If the name as written in number of Warrants hereby exercised is less than all the first sentence of Warrants represented by this Warrant Certificate, the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any undersigned requests that a new Warrant Certificate representing Class A the number of full Warrants not exercised is be issued and delivered as set forth below. In full payment of the purchase price with respect to be registered in a name other than that in which this Warrant Certificate is registeredthe Warrants exercised and transfer taxes, if any, the signature above undersigned hereby tenders payment of $ by certified check or money order payable to the order of the Company in United States currency. Dated:_______________________________ ______________________________________________________ (Insert Social Security or (Signature of registered other identifying number(s) _______holder(s)) ______________________________________________________ Signature of registered ____________ holder, if co-owned) NOTE: Signature must be guaranteedconform in all respects to name of holder as specified on the face of the Warrant Certificate.

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To American Stock Transfer and Trust Company, LLC: The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced _________________ Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms [PLEASE CHECK THE APPLICABLE BOX] ¨ Preferred Shares ¨ Common Shares of the Class A Warrant Agreement. The undersigned Company (pursuant to the Flip-In provision) ¨ Common Shares of another issuer (pursuant to the Flip-Over provision) issuable upon the exercise of such Rights and requests that a certificate representing certificates for such Warrant Shares securities be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Title, if applicableaddress) _______________________________________________________________ AddressPlease insert social security or other identifying number: ___________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: ______________________ Signature: __________________________________________ Note(Please print name and address) _______________________________________________________________ Please insert social security or other identifying number: ___________________ Dated: ____________________ Signature Form of Reverse Side of Right Certificate — continued Signature Guaranteed: Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The above undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must correspond with conform to the name as written in upon the first sentence face of the attached Warrant this Right Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C Harbor BioSciences, Inc. Summary Of Rights To Purchase Preferred Shares On November 15, 1999, the Board of Directors of Harbor BioSciences, Inc. (the “Company”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $.01 per share (the “Common Shares”), of the Company. The dividend was effective as of November 29, 1999 (the “Record Date”) with respect to the stockholders of record on that date. The Rights also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series B Junior Participating Preferred Stock, par value $.01 per share (the “Preferred Shares”), of the Company at a price of $100 per one one-hundredth of a Preferred Share (i.e., $10,000 per full Preferred Share) (the “Purchase Price”), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as of November 15, 1999, as amended to date (the “Rights Agreement”), between the Company and American Stock Transfer and Trust Company, LLC (the “Rights Agent”). The Rights Agreements allows the Company and the Rights Agent to make certain amendments of the Rights Agreement and of the Rights. The Company amended the Rights Agreement on October 13, 2009, in part to extend the expiration date of the Rights. The Company amended and restated the Rights Agreement on July 29, 2011, in part to decrease the ownership threshold in the definition of “Acquiring Person” to 4.9%. This Summary takes account of such amendment, and if references in this Summary to “Rights Agreement” and “Rights” should be understood to mean the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteedRights Agreement and Rights as so amended.

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise the Right Certificate.) To: Hickory Tech Corporation The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ___________ Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, the Preferred Shares issuable upon the exercise of such Rights and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing certificates for such Warrant Preferred Shares be registered issued in the name of of: Please insert social security number, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address istaxpayer identification number or other identifying number: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _____________________________________ ___________________________________________________________________________________________________________ (Please print name and address) ___________________________________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, not a U.S. Person new Right Certificate for the balance remaining of such Rights shall be registered in the name of and whose address isdelivered to: Please insert social security, taxpayer identification or other identifying number: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person __________________________________________ ___________________________________________________________________________________________________________ (Please print name and whose address is: address) ___________________________________________________________________________________________________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ NoteSignature Signature Guaranteed: The above signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature must correspond with guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Exhibit C HICKORY TECH CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 25, 1999, the name Board of Directors of Hickory Tech Corporation (the “Company”), declared a dividend of one preferred share purchase right (a “Right”) per share for each outstanding share of Common Stock, no par value per share (the “Common Shares”), of the Company. The dividend was payable to shareholders of record on March 12, 1999 (the “Record Date”). The terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”), dated February 25, 1999, as written in amended and restated effective March 12, 2009, between the Company and Xxxxx Fargo Bank, National Association, as Rights Agent (the “Rights Agent”). Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, no par value per share (the “Preferred Shares”), of the Company at a price of $30.00 per one-hundredth of a Preferred Share (the “Purchase Price”), subject to adjustment. Initially, the Rights will be evidenced by the certificates representing Common Shares then outstanding and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares, and a Distribution Date for the Rights will occur, upon the earlier of: (i) the first sentence date of public announcement that a Person or group of affiliated or associated Persons has become an “Acquiring Person” (i.e., has become, subject to certain exceptions, the beneficial owner of 15% or more of the attached Warrant Certificate in every particularoutstanding Common Shares (other than as a result of a Permitted Offer and subject to certain exceptions)) and (ii) the close of business on the 10th day following the commencement or public announcement of a tender offer or exchange offer, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered consummation of which would result in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteedperson or group of affiliated or associated persons becoming an Acquiring Person.

FORM OF ELECTION TO PURCHASE. The undersigned (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: COLUMBUS McKINNON CORPORATION Xxx xndersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced __________ Rights represented by the attached Warrant this Rights Certificate to purchase Warrant Shares, and herewith tenders the shares of Preferred Stock issuable upon the exercise of the Rights (or is concurrently tenderingsuch other securities of the Company or of any other Person which may be issuable upon the exercise of the Rights) payment and requests that certificates for such shares be issued in the amount name of $1.00 and delivered to: Please insert social security or other identifying number ----------------------------------------------------------------- (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for each the balance of such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ----------------------------------------------------------------- (Please print name and address) ----------------------------------------------------------------- ----------------------------------------------------------------- Dated: _________________, 19__ ---------------------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person, an Adverse Person or an Affiliate or Associate of any such Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not a U.S. acquire the Rights evidenced by this Rights Certificate from any Person as that term is defined in Rule 902 who is, was or became an Acquiring Person, an Adverse Person or an Affiliate or Associate of Regulation Ssuch Person. Dated:____________, and whose address is: 19___ ___________________________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant Signature Signature Guaranteed: NOTICE The signature to the Class A Warrant Agreement, the undersigned requests that a new Warrant foregoing Election to Purchase and Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with to the name as written in upon the first sentence face of the attached Warrant this Rights Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On October 25, 1997, the Board of Directors of Columbus McKinnon Corporation (the "Xxxxxxy") declared a dividend of one Right for each outstanding share of the Company's Common Stock, par value $.01 per share (the "Common Stock"), to shareholders of record at the close of business on November 10, 1997. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), at a Purchase Price of $80.00 per unit of one one-hundredth of a share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and American Stock Transfer & Trust Company, as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and if no separate Rights Certificates will be distributed. A Distribution Date will occur and the certificate evidencing Rights will separate from the Warrant Shares Common Stock upon the earliest of (i) ten days following a public announcement that a Person or any Warrant Certificate representing Class A Warrants group of affiliated or associated Persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the shares of Common Stock then outstanding1 (the "Stock Acquisition Date"), (ii) ten business days following the commencement of a tender offer or exchange offer that would result in a Person or group beneficially owning 15% or more of such outstanding shares of Common Stock (unless such tender offer or exchange offer is an offer for all outstanding shares of Common Stock which a majority of the unaffiliated Directors who are not exercised is officers of the Company determine to be registered fair to and otherwise in the best interests of the Company and its shareholders) or (iii) the date the Board of Directors declares a name other than person to be an "Adverse Person", upon a determination by the Board that in which this Warrant Certificate such Person, together with his affiliates or associates, is registeredor has become the beneficial owner of 15% or more of the shares of Common Stock outstanding, and upon a determination by at least a majority of the signature above must Continuing Directors (as defined below) who are not officers of the Company, after reasonable inquiry and investigation, including -------- 1 Under the Rights Agreement, for purposes of calculating percentages of Common Stock outstanding, shares of Common Stock outstanding shall include all shares of Common Stock deemed to be guaranteedbeneficially owned by a person and its affiliates and associates, even if not actually then outstanding. consultation with such persons as such Directors shall deem appropriate, that (a) such beneficial ownership by such person is intended to cause the Company to repurchase the Common Stock beneficially owned by such person or to cause pressure on the Company to take action or enter into a transaction or series of transactions intended to provide such person with short-term financial gain under circumstances where such Continuing Directors determine that the best long-term interests of the Company and its shareholders would not be served by taking such action or entering into such transactions or series of transactions at that time, or (b) such beneficial ownership is causing or reasonably likely to cause a material adverse impact (including, but not limited to, impairment of relationships with customers, impairment of the Company's ability to maintain its competitive position or impairment of the Company's business reputation or ability to deal with governmental agencies) on the business or prospects of the Company. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after November 10, 1997 will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on November 10, 2007, unless earlier redeemed by the Company as described below.

FORM OF ELECTION TO PURCHASE. (To be Executed by the Holder if he Desires to Exercise Warrants Evidenced by the Warrant Certificate) To Cotton Valley Resources Corporation: The undersigned hereby irrevocably elects to exercise of the Class A Warrants ____________________ __________________ (_____) Warrants, evidenced by the attached within Warrant Certificate for, and to purchase Warrant Sharesthereunder, _______________________ __________ (____) full shares of Common Stock issuable upon exercise of said Warrants and herewith tenders (or is concurrently tendering) payment in the amount delivery of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant AgreementCS ________________ and any applicable taxes. The undersigned requests that certificates for such shares be issued in the name of: PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a certificate representing such new Warrant Shares be registered Certificate evidencing the Warrants not so exercised by issued in the name of and delivered to: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (SIGNATURES CONTINUED ON FOLLOWING PAGE) NOTICE: The above signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, a Person who is not a U.S. Person as that term is defined without alteration or enlargement or any change whatsoever. If signed by any other person, the Form of Assignment hereon must be duly executed by the registered holder in Rule 902 favor of Regulation Sthe person so signing, and whose address isif the certificate representing the shares or any warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which the within Warrant Certificate is registered, the signature of the holder hereof must be guaranteed. Signature Guaranteed: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________ANY SIGNATURE GUARANTY REQUIRED MUST BE PROVIDED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and TitlePACIFIC COAST STOCK EXCHANGE, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particularAMERICAN STOCK EXCHANGE, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteedOR MIDWEST STOCK EXCHANGE.

FORM OF ELECTION TO PURCHASE. (To Be Executed if Holder Desires to Exercise Warrants Evidenced by This Warrant Certificate) TO COASTWIDE ENERGY SERVICES, INC.: The undersigned hereby irrevocably elects to exercise of the Class A _________ Warrants evidenced by the attached this Warrant Certificate to purchase Warrant Sharesfull shares of Common Stock issuable upon exercise of said Warrants, and herewith tenders (or is concurrently tendering) hereby makes payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms full of the Class A Warrant AgreementPrice of such shares and any applicable taxes. The undersigned requests that a certificate representing certificates for such Warrant Shares shares be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER _________________________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: _______________________ (Please print name and address) ___________________________________________________________ and, if said number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, requests that such a new Warrant Certificate evidencing the Warrants not so exercised be issued in the name of and delivered to _____________________, not a U.S. Person ______________________________________ (Please print name and whose address is: address) ___________________________________________________________ Dated: Name of Holder of Warrant Certificate: _________, 19_____ Signature ________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ NoteNOTICE: The above signature must correspond with the name as written in upon the first sentence face of the attached this Warrant Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever, and or if signed by any other person the Form of Assignment hereon must be duly executed. If the certificate evidencing representing the Warrant Shares shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above of the holder hereof must be guaranteed.. Signature Guaranteed: ___________________ COASTWIDE ENERGY SERVICES, INC. WARRANT "B" ISSUE FEE SCHEDULE Service Description Fee

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise Warrants containing the right, represented by this Warrant Certificate, to receive shares of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, Common Stock and herewith (check item) tenders (or is concurrently tendering) payment for such shares to the order of Safety Components International, Inc. in the amount of $1.00 for each such Warrant Share in an amount determined [market price] per share of Common Stock in accordance with the terms hereof, as follows: |_| $_______ in cash or by certified or official bank check to the order of Safety Components International, Inc.; or |_| By surrender of Warrant Shares having a Current Market Value (as defined in the Class A Warrant Agreement) of $ . --------------------------- The undersigned requests that a certificate for such shares be registered in the name of _________________ , whose address is ___________________, and that such shares be delivered to____________________ , whose address is___________________ . If said numbers of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate for Warrants representing the remaining balance of such Warrant Shares Warrants be registered in the name of , a Person who whose address is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: that such Warrant Certificate be delivered to______________________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________. . Signature Date: ASSIGNMENT FORM To assign this Warrant, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with the name as written fill in the first sentence form below: (I) (we) assign and transfer this Warrant to: (Insert Assignee's Social Security or Tax Identification Number) (Print or type Assignee's name, address and zip code) and irrevocably appoint to transfer this Warrant on the books of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is Company. The agent may substitute another to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteedact for him.

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: XXXXXXXXX.XXX, INC.: The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced __________ Rights represented by the attached Warrant this Rights Certificate to purchase Warrant Shares, and herewith tenders the shares of Preferred Stock issuable upon the exercise of the Rights (or is concurrently tenderingsuch other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) payment and requests that certificates for such shares be issued in the amount name of $1.00 and delivered to: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for each the balance of such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares Rights shall be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isdelivered to: Please insert social security or other identifying number (Please print name and address) Dated: _________________, _____ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and that such certificate be delivered to __the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: ______________, not a U.S. Person, and whose address is:_____ Signature Signature Guaranteed: NOTICE ------ The signature to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. Exhibit C --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On [ ], 1999, the Board of Directors of XxxXxxxxx.xxx, Inc. (the "Company") declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on [____ , 1999] (the date of the consummation of the initial public offering of the Common Stock) (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") at a Purchase Price of $____________. If said number of Class A Warrants is less than _ per Unit (the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant amount equal to the Class A Warrant product of four times the average closing price of the Common Stock for the first five days of trading subsequent to the consummation of the initial public offering of the Common Stock), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement, ") between the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: _________Company and_____________ , as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), other than persons who acquire 15% beneficial ownership as a result of repurchases of stock by the Company or certain inadvertent actions by institutional or certain other stockholders [or, in certain circumstances, persons who are holders of shares of Common Stock prior to the initial public offering and upon consummation thereof, become beneficial owners of 15% or more of the outstanding shares of Common Stock,] or (ii) 10 business days (or such Warrant Certificate later date as the Board shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. Until the Distribution Date, (i) the Rights will be delivered evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to _____________________the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not a U.S. Person exercisable until the Distribution Date and whose address is: ______________will expire at 5:00 P.M. (New York City time) on [________ Dated: Name , 2009] (the tenth anniversary of Holder the date of Warrant Certificate: _________________the consummation of the initial public offering of the Common Stock), unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate to and to other- wise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $200 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $400 worth of Common Stock (or other consideration, as noted above) for $200. Assuming that the Common Stock had a per share value of $[current market] at such time, the holder of each valid Right would be entitled to purchase _____ By: ______________________ shares of Common Stock for $200. In the event that, at any time following the Stock Acquisition Date, (Please Print Name i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and Titlethe Common Stock of the Company is changed or exchanged, if applicableor (iii) ______________________ Address: ______________________ Signature: ______________________ Note: 50% or more of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The above signature must correspond with the name as written events set forth in this paragraph and in the first sentence second preceding paragraph are referred to as the "Triggering Events." At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the attached Warrant Certificate outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in every particularwhole or in part, at an exchange ratio of one share of Common Stock, or one one-hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.01 redemption price. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registeredlimitation, the signature above must right to vote or to receive dividends. While the distribution of the Rights will not be guaranteedtaxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement. The foregoing not withstanding, no amendment may be made at such time as the Rights are not redeemable.

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant certificate, to receive pursuant to the terms hereof and Section 8 of the Class A Warrants evidenced by Warrant Agreement [insert number] shares of Common Stock and hereby tenders for payment for such shares to the attached Warrant Certificate to purchase Warrant Sharesorder of InPhonic, and herewith tenders (or is concurrently tendering) payment Inc. cash in the amount of $1.00 for each such Warrant Share in an amount determined ____________, in accordance with the terms of hereof and the Class A Warrant Agreement. The undersigned requests that a certificate representing for such Warrant Shares shares be registered in the name of _____________________________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is _________________________________ and that such certificate shares be delivered to ________________, not a U.S. Person, and ______________ whose address is:is ________________________. If said number of Class A Warrants Warrant Shares is less than all of the number shares of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant AgreementCommon Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing certificate representing the number remaining balance of Class A Warrants evidenced by this Warrant Certificate that are not being exercised such shares be registered in the name of _________________________, not a U.S. Person and whose address isis __________________________, and that such Warrant certificate be delivered to __________________________, whose address is _____________________________. --------------------------------- (Signature) Date: -------------------- Form of Notice of Exchange (To Be Executed Upon Exchange of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant certificate, to exchange pursuant to the terms hereof and Section 8 of the Warrant Agreement_[insert number] of the Warrants represented hereby into the number of shares of Common Stock determined in accordance with the terms hereof and the Warrant Agreement. The undersigned requests that a certificate for such shares be registered in the name of _____________________________________, whose address is _________________________________ and that such Warrant Certificate shares be delivered to _____________________, not a U.S. Person and _________ whose address is: is ______________________ Dated: Name of Holder ___. If said number of Warrant Certificate: Shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant certificate representing the remaining balance of such shares be registered in the name of ______________________ By: ____, whose address is ______________________ (Please Print Name _____, and Title, if applicable) that such Warrant certificate be delivered to ______________________ Address: _____, whose address is ______________________ Signature: ______________________ Note. --------------------------------- (Signature) Date: The above signature must correspond -------------------- EXHIBIT B Form of Transfer (To Be Executed Upon Transfer of Warrant) FOR VALUE RECEIVED, the undersigned registered holder of this Warrant certificate hereby sells, assigns and transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the name Warrants evidenced by this Warrant certificate not being assigned hereby) all of the rights of the undersigned under this Warrant certificate, with respect to the number of Warrants set forth below: Name of Assignee(s) Address Social Security, EIN Number of Warrants or other identifying number of assignee(s) and does hereby irrevocably constitute and appoint the Company as written the undersigned's attorney to make such transfer on the register maintained by the Company for that purpose, with full power of substitution in the first sentence premises. Date: ----------------------------------- (Signature of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Registered Holder) ----------------------------------- (Street Address) ----------------------------------- (City) (State) (Zip Code) SCHEDULE A Issuance of Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered-------------------------- NUMBER OF WARRANTS ------------------------------------------------------------------------------ GOLDMAN, the signature above must be guaranteedSACHS & CO. 007,000 Xne New York Plaza New York, New York 10004 Facsimile no.: 212.000.0000 xx 000.000.0000 Xxxxxxxxx: Xxxx Advani and Connie Shoemaker CITICORP NORTH AMERICA, INC. 250,000 2 Penns Way, Suite 100 New Castle, DE 19720 AP INPHONIC HOLDINXX, XXX 312,500 c/o Liberty Associated Partners, LP 3 Bala Plaza East, Suite 502 Bala Cynwyd, PA 19004 Attn: Scott X. Xxxxx, Xxxxxxxx Xxxxxxxx Xxx: 000-000-0000 Xxx: 610-660-0000

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _______ shares of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, Common Stock and herewith tenders (or is concurrently tendering) payment for such shares to the order of the Company in the amount of $1.00 for each such Warrant Share in an amount determined ______ in accordance with the terms hereof unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 4 of the Class A Warrant Agreement in which case the holder shall tender Warrants having a Fair Market Value (as defined in the Warrant Agreement) equal to the Exercise Price of the Warrants being exercised by such holder. The undersigned requests that a certificate representing for such Warrant Shares shares be registered in the name of ______________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is ___________________________ and that such certificate shares be delivered to ________________, not a U.S. Person, and _ whose address is:is _________________________________. If said number of Class A Warrants shares is less than all of the number shares of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant AgreementCommon Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing representing the number remaining balance of Class A Warrants evidenced by this Warrant Certificate that are not being exercised such shares be registered in the name of _________________, not a U.S. Person and whose address is: is ______________________ ____, and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: is ______________________ Dated: Name of Holder of Warrant Certificate. Date: ______________, ____ ________ By: ______________________ (Please Print Name and Title, if applicableSignature) __________________________ Address(Signature Guaranteed) SCHEDULE A SCHEDULE OF WARRANTS EVIDENCED BY THIS GLOBAL WARRANT The initial number of Warrants evidenced by this Global Warrant shall be 175,000. The following decreases/increases in the number of Warrants evidenced by this Warrant have been made: _Decrease in Total Number of Number of Increase in Warrants Evidenced Warrants Number of by this Global Date of Evidenced by Warrants Warrant Following Notation Made by Decrease/ this Global Evidenced by this such Decrease/ or on Behalf of Increase Warrant Global Warrant Increase Warrant Agent --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- --------- ------------ ----------------- ------------------ ---------------- EXHIBIT B FORM OF CERTIFICATE OF TRANSFER OnePoint Communications Corp. 0000 Xxxxxxxx Xxxx Xxxxx X-000 Xxxxxxxxxxx, Xxxxxxxx 00000 Attention:_____________________ SignatureXxxxxx Trust and Savings Bank 000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxx Xxxxxx Re: 175,000 Warrants to Purchase 111,125 Shares of Common Stock ----------------------------------------------------------- (CUSIP __________) Reference is hereby made to the Warrant Agreement, dated as of May 21, 1998 (the "Warrant Agreement"), among OnePoint Communications Corp., as issuer (the "Company"), and Xxxxxx Trust and Savings Bank, as Warrant Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Warrant Agreement. ______________, (the "Transferor") owns and proposes to transfer the Warrant[s] or interest in such Warrant[s] specified in Annex A hereto, in the amount of ___________ Note: The above signature must correspond in such Warrant[s] or interests (the "Transfer"), to __________ (the "Transferee"), as further specified in Annex A hereto. In connection with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registeredTransfer, the signature above must be guaranteed.Transferor hereby certifies that: [CHECK ALL THAT APPLY]

FORM OF ELECTION TO PURCHASE. The (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To Possis Medical, Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ______________________ shares of Common Stock ("Common Stock"), $.40 par value per share, of Possis Medical, Inc. and that , if such certificate be delivered to ________________Holder is not utilizing the cashless exercise provisions set forth in this Warrant, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________encloses herewith $________ and in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that such Warrant Certificate certificates for the shares of Common Stock issuable upon this exercise be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name issued in the name of Holder of Warrant Certificate: ______________________ By: ______________________ PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ------------------------------- ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (Please Print Name print name and Title, if applicableaddress) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the name enclosed Warrant, the undersigned requests that a New Warrant (as written defined in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ In the event the New Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered issued in the name of a person other than the undersigned, the undersigned represents that the transfer of the New Warrant by the undersigned to such other person is pursuant to an available exemption from or in a name other than that in which this Warrant Certificate is registeredtransaction not subject to the registration requirements of the Securities Act of 1933, the signature above must be guaranteed.as amended. Dated: , Name of Holder: ------------ -----

FORM OF ELECTION TO PURCHASE. (To be executed by registered holder to exercise Rights represented by the Right Certificate.) To: NORTH COUNTRY FINANCIAL CORPORATION The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ________ Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, the Preferred Shares issuable upon the exercise of such Rights and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing certificates for such Warrant Preferred Shares be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _____ _____________________________________________________ (Please print name and address) Social security or taxpayer identification number: _________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, not a U.S. Person new Right Certificate for the balance remaining of such Rights shall be registered in the name of and whose address isdelivered to: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person __________________ ____________________________________________________________ (Please print name and whose address isaddress) Social security or taxpayer identification number: Signature: _____________________________ Dated: Name of Holder of Warrant Certificate: ______________________ BySignature Guaranteed: ______________________ (Please Print Name and TitleSignatures must be guaranteed by a member firm of a registered national securities exchange, if applicablea member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.) ______________________ Address: ______________________ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature: ___________________________ Note: Exhibit C Summary of Rights to Purchase Preferred Shares The above signature must correspond board of directors of North Country Financial Corporation (the "Company") has adopted a shareholders rights plan pursuant to which one right to purchase one one-thousandth of a share of the Company's newly created Series B junior participating preferred stock was issued as a dividend for each outstanding share of common stock. In addition, all newly-issued shares of common stock will have one right issued with and attached to each share of common stock. Each Right, when exercisable, represents the right to purchase one one-thousandth of a share of Series B junior participating preferred stock for $200.00. The rights will become exercisable ten days after a person or group acquires 10% or more of the Company's outstanding common stock, or commences or announces a tender or exchange offer which would result in such ownership. If, after the rights become exercisable, the Company were to be acquired through a merger or other business combination transaction or 50% or more of the Company's assets or earning power were sold, each right would permit the holder to purchase, for the exercise price, common stock of the acquiring company having a market value of twice the exercise price. In addition, if any person acquires 10% or more of the Company's outstanding common stock, each right not owned by such person would permit the purchase, for the exercise price of $200.00, of common stock of the Company having a market value of twice the exercise price. The rights expire on July 31, 2010, unless earlier redeemed by the Company in accordance with the name terms of the rights plan. The purchase price payable and the shares of Series B junior participating preferred stock issuable upon exercise of the rights is subject to adjustment from time to time as written specified in the first sentence rights plan. In addition, the board of directors retains the authority to redeem (at $0.01 per right) and replace the rights with new rights at any time, provided that no such redemption could occur after a person or group acquires 10% or more of the attached Warrant Certificate Company's outstanding common stock. Shares of Series B junior participating preferred stock, when issued upon exercise of the rights, will be nonredeemable and will rank junior to all series of any other class of the Company's preferred stock. Each share of Series B junior participating preferred stock will be entitled to a cumulative preferential quarterly dividend payment equal to the greater of $10 per share or 1,000 times the dividend declared per share of the Company's common stock. In the event of liquidation, the holders of shares of Series B junior participating preferred stock will be entitled to a preferential liquidation payment equal to the greater of $1,000 per share or 1,000 times the payment made per share of the Company's common stock. Finally, in every particularthe event of any merger, without alteration consolidation or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that transaction in which this Warrant Certificate common stock is registeredexchanged, each share of Series B junior participating preferred stock will be entitled to receive 1,000 times the signature above must be guaranteedamount received per share of common stock. The foregoing rights are subject to antidilution adjustments. A copy of the rights agreement which specifies the terms of the rights has been filed with the Securities and Exchange Commission as an exhibit to a registration statement on Form 8-A with respect to the rights. A copy of the rights agreement is also available free of charge from the Company upon request. This summary is not complete and is qualified in its entirety by reference to the rights agreement.

FORM OF ELECTION TO PURCHASE. The (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To CirTran Corproation: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to exercise purchase [ ] shares of Common Stock ("Common Stock"), $.001 par value per share, of CirTran Corporation, and encloses herewith $ in cash or certified or official bank check or checks, which sum represents the Class A Warrants evidenced aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the attached Warrant Certificate undersigned pursuant to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant AgreementWarrant. The undersigned requests that a certificate representing such Warrant Shares certificates for the shares of Common Stock issuable upon this exercise be registered issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ________________________________ ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ ________________________________________________________________________________ If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a Person who is not a U.S. Person New Warrant (as that term is defined in Rule 902 the Warrant) evidencing the right to purchase the shares of Regulation S, Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and whose address isdelivered to: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: _______________________ (Please print name and that such Warrant Certificate be delivered to address) _____________________, not a U.S. Person and whose address is: ___________________________________________________________ ________________________________________________________________________________ Dated: , Name of Holder of Warrant CertificateHolder: __________________ _____ By: (Print)_____________________________ (Please Print Name and Title, if applicable) By:)_______________________________ Address: (Name:)_____________________________ Signature: (Title:)____________________________ Note: The above signature (Signature must correspond conform in all respects to name of holder as specified on the face of the Warrant) [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the within Warrant to purchase ____________ shares of Common Stock of CirTran Corporation, to which the within Warrant relates and appoints ________________ attorney to transfer said right on the books of CirTran Corporation, with the name as written full power of substitution in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteedpremises.

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _______ shares of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, Common Stock and herewith tenders (or is concurrently tendering) payment for such shares to the order of Holdings in the amount of $1.00 for each such Warrant Share in an amount determined ______ in accordance with the terms hereof unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 4 of the Class A Warrant AgreementAgreement in which case the holder shall tender Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon, to the date of exercise equal to the Exercise Price of the Warrants being exercised by such holder. The undersigned requests that a certificate representing for such Warrant Shares shares be registered in the name of _______________________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is _______________________________ and that such certificate shares be delivered to ________________, not a U.S. Person, and _ whose address is:is _________________________________. If said number of Class A Warrants shares is less than all of the number shares of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant AgreementCommon Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing representing the number remaining balance of Class A Warrants evidenced by this Warrant Certificate that are not being exercised such shares be registered in the name of _________________, not a U.S. Person and whose address is: is ______________________ ____, and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: is ______________________ Dated: Name of Holder of Warrant Certificate. Date: ______________, ____ ________ By: ______________________ (Please Print Name and Title, if applicableSignature) __________________________ Address(Signature Xxxxxxxxxx) SCHEDULE A SCHEDULE OF WARRANTS EVIDENCED BY THIS GLOBAL WARRANT The initial number of Warrants evidenced by this Global Warrant shall be 335,000. The following decreases/increases in the number of Warrants evidenced by this Warrant have been made: Decrease in Increase in Total Number of Number of Number of Warrants Warrants Warrants Evidenced by this Date of Evidenced by Evidenced by Global Warrant Notation Made Decrease/ this Global this Global Following such by or on Behalf Increase Warrant Warrant Decrease/ Increase of Warrant Agent -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- -------------- ------------------ ----------------------- ---------------------- --------------------- X0-0 XXXXXXX X0 XXXX XX XXXXXXX [Face of Warrant Certificate] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO (A) OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY ONLY (1) TO HOLDINGS, (2) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (5) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN "IAI") THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE WARRANT AGENT, AND, IN THE CASE OF ANY TRANSFER TO ANY IAI OF SECURITIES ENTITLING THE HOLDER TO PURCHASE 10,000 OR FEWER SHARES OF COMMON STOCK, AN OPINION OF COUNSEL IF HOLDINGS SO REQUESTS OR (6) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (AND BASED ON AN OPINION OF COUNSEL IF HOLDINGS SO REQUESTS), SUBJECT IN EACH OF THE FOREGOING CASES TO APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THIS GLOBAL WARRANT IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS WARRANT) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE WARRANT AGENT MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE WARRANT AGREEMENT, (II) THIS GLOBAL WARRANT MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.6(a) OF THE WARRANT AGREEMENT, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE WARRANT AGREEMENT FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE WARRANT AGENT AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF HOLDINGS. THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL WARRANT, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED WARRANTS, ARE AS SPECIFIED IN THE WARRANT AGREEMENT. NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL WARRANT SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. NOTWITHSTANDING ANY PROVISIONS OF THIS WARRANT OR ANY OTHER DOCUMENT TO THE CONTRARY, IN THE EVENT THAT THE CONSENT OF THE FEDERAL COMMUNICATIONS COMMISSION ("FCC") TO THE EXERCISE OF THIS WARRANT IS REQUIRED TO BE OBTAINED PRIOR TO SUCH EXERCISE, THIS WARRANT SHALL NOT BE EXERCISABLE UNLESS AND UNTIL SUCH FCC CONSENT SHALL HAVE BEEN OBTAINED. IN THE EVENT THAT THIS WARRANT IS INTENDED TO BE EXERCISED AND SUCH FCC CONSENT IS REQUIRED TO BE OBTAINED, HOLDINGS AND THE HOLDER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN SUCH FCC CONSENT PROMPTLY. NOTWITHSTANDING ANY PROVISIONS OF THIS WARRANT OR ANY OTHER DOCUMENT TO THE CONTRARY, INCLUDING BUT NOT LIMITED TO THE PRECEDING PARAGRAPH, THIS WARRANT SHALL NOT BE EXERCISABLE IN THE EVENT THAT SUCH EXERCISE WOULD CAUSE THE AGGREGATE ALIEN OWNERSHIP OR VOTING INTEREST IN HOLDINGS TO INCREASE TO ANY LEVEL ABOVE 24.5%, AS DETERMINED BY APPLICABLE FCC RULES, REGULATIONS, AND POLICIES, IT BEING WELL UNDERSTOOD THAT THIS WARRANT SHALL NOT BE EXERCISABLE IN THE EVENT THAT SUCH ALIEN OWNERSHIP OR VOTING INTEREST ALREADY EXCEEDS 24.5%, IT BEING FURTHER UNDERSTOOD THAT IN NO EVENT SHALL HOLDINGS BE REQUIRED HEREUNDER TO SEEK FCC CONSENT TO EXCEED FCC ALIEN OWNERSHIP OR VOTING LIMITATIONS APPLICABLE TO HOLDINGS. EXERCISABLE ON OR AFTER THE SEPARATION DATE No. ______ _________ Warrants Warrant Certificate AMERICAN MOBILE SATELLITE CORPORATION This Warrant Certificate certifies that ______________________ Signature: ______________________ Note: The above signature must correspond with , or registered assigns, is the name registered holder of Warrants expiring April 1, 2008 (the "WARRANTS") to purchase Common Stock. Each Warrant entitles the holder upon exercise to receive from Holdings commencing on the Separation Date (as written defined in the first sentence Warrant Agreement) until 5:00 p.m. New York City Time on April 1, 2008, the number of fully paid and nonassessable Warrant Shares as set forth in the Warrant Agreement, subject to adjustment as set forth in Section 8 of the attached Warrant Certificate Agreement, at the initial exercise price (the "EXERCISE PRICE") of $12.51 per share payable in every particular, without alteration or enlargement or any change whatever, and if lawful money of the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, but only subject to the conditions set forth herein and in the Warrant Agreement referred to on the reverse hereof. Notwithstanding the foregoing, Warrants may be exercised without the exchange of funds pursuant to the net exercise provisions of Section 4 of the Warrant Agreement. The Exercise Price and number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. No Warrant may be exercised after 5:00 p.m., New York City Time on April 1, 2008, and to the extent not exercised by such time such Warrants shall become void. Reference is registeredhereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the signature above must Warrant Agreement. This Warrant Certificate shall be guaranteedgoverned and construed in accordance with the internal laws of the State of New York.

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: ________________ The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ______ Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, the Preferred Shares issuable upon the exercise of such Rights and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing certificates for such Warrant Preferred Shares be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: Please insert social security or other identifying number:_________________________________________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Title, if applicableaddress) __________________________________________ AddressIf such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:_________________________________________________ __________________________________________ (Please print name and address) __________________________________________ Dated:_______________________________ Signature: ____________________________ NoteSignature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Certificate ----------- The above undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). After due inquiry and to the best knowledge of the undersigned, the Rights evidenced by this Right Certificate were not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof. Dated:_______________________________ Signature____________________________ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must correspond with conform to the name as written in upon the first sentence face of the attached Warrant this Right Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and if the certificate evidencing Rights Agent will deem the Warrant Shares or any Warrant beneficial owner of the Rights evidenced by this Right Certificate representing Class A Warrants not exercised is to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On _____ __, 1999, the Board of Directors of LifePoint Hospitals, Inc. (the "Company") authorized and declared the issuance of one preferred share purchase right (a "Right") for each share of common stock, par value $.01 per share (the "Common Shares"), of the Company to be issued in the distribution of Common Shares (the "Spin-Off" as described in the Registration Statement on Form 10 (____________) dated ________ __, 1999 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company, par value $.01 per share (the "Preferred Shares"), at a price of $____ per one one- thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a name other than that in which this Warrant Certificate is registered, Rights Agreement (the signature above must be guaranteed"Rights Agreement") between the Company and ______________ as Rights Agent (the "Rights Agent").

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: Amtech Systems, Inc. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ______________________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such certificate shares be issued in the name of and delivered to ________________, not a U.S. Person, to: -------------------------- (Please insert social security or other identifying number) --------------------------- --------------------------- --------------------------- (Please print name and whose address is:___________________. address) If said such number of Class A Warrants is less than Rights shall not be all the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants Rights evidenced by this Warrant Rights Certificate, a new Rights Certificate that are not being exercised for the balance of such Rights shall be registered in the name of _________________, not a U.S. Person and whose address isdelivered to: ______________________ -------------------------- (Please insert social security or other identifying number) --------------------------- --------------------------- --------------------------- (Please print name and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ address) Dated: Name --------------- --------------------------------------- Signature Signature Guaranteed: EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On May 17, 1999, the Board of Holder Directors of Warrant Certificate: ______________________ By: ______________________ Amtech Systems, Inc. (Please Print Name the "Company") declared a dividend distribution of one Right for each share of Company Common Stock to shareholders of record at the close of business on June 9, 1999. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Participating Preferred Stock, no par value (the "Preferred Stock"), at a Purchase Price of $8.50 per one one-hundredth of a share, subject to adjustment. The description and Titleterms of the Rights are set forth in the Rights Agreement (the "Rights Agreement") between the Company and American Securities Transfer & Trust, if applicableInc., as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. The Rights will separate from the Common Stock and a "Distribution Date" will occur upon the earlier of (i) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days (or such later date as the Board of Directors shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 15% or more of such outstanding shares of Common Stock. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after June 9, 1999 will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the name Common Stock represented by such certificates. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as written defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at the close of business on May 16, 2009, unless earlier redeemed by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock outstanding prior to the Distribution Date will be issued with Rights. In the event that an Acquiring Person becomes the beneficial owner of 15% or more of the then outstanding shares of Common Stock (unless such acquisition is made pursuant to a tender or exchange offer for all outstanding shares of the Company, upon terms and conditions determined by a majority of the Board of Directors to be in the first sentence best interests of the attached Warrant Certificate Company and its shareholders (a "Qualifying Offer")), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in every particularcertain circumstances, without alteration cash, property or enlargement other securities of the Company), having a value equal to two times the Exercise Price of the Right. The Exercise Price is the Purchase Price times the number of shares of Common Stock associated with each Right (initially, one). Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at an exercise price of $50 per Right, each Right not owned by an Acquiring Person (or by certain related parties or transferees) following the event set forth in the preceding paragraph would entitle its holder to purchase $100 worth of Common Stock (or other consideration, as noted above) for $50. Assuming that the Common Stock had a per share market price of $10 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock for $50. [($50.00 x 1 Right) / ($10.00 / 50%) = $50.00 / $5.00 = 10] In the event that at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or business combination transaction in which the Company is not the surviving corporation (other than a merger consummated pursuant to a Qualifying Offer); (ii) the Company is the surviving corporation in a consolidation or merger pursuant to which all or part of the outstanding shares of Common Stock are changed or exchanged for stock or other securities of any other person or cash or any change whateverother property; or (iii) more than 50% of the combined assets or earning power is sold or transferred (in each case other than certain consolidations with, mergers with and into, or sales of assets or earning power by or to subsidiaries of the Company as specified in the Rights Agreement), each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise thereof, Common Stock of the acquiring company having a value equal to two times the Exercise Price of the Right. The events described in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." The Purchase Price payable, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the certificate evidencing Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or securities convertible into Preferred Stock at less than the Warrant Shares current market price of the Preferred Stock, or any Warrant Certificate representing Class A Warrants not exercised is (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness, cash (excluding regular quarterly cash dividends), assets (other than dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to in (ii) immediately above). With certain exceptions, no adjustments in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional shares of Preferred Stock are required to be registered in a name issued (other than that fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) and, in which this Warrant Certificate is registeredlieu thereof, the signature above must Company may make an adjustment in cash based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (payable in cash, shares of Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be guaranteedto receive the $.01 redemption price.

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise the Right Certificate.) To NN, INC.: The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced _______________ Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, the Preferred Shares issuable upon the exercise of such Rights and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing certificates for such Warrant Preferred Shares be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: Please insert social security or other identifying number ________________________________________________________________________________ (Please print name and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:address) ___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ____________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and that such Warrant Certificate be delivered to to: Please insert social security or other identifying number _____________________, not a U.S. Person ___________________________________________________________ (Please print name and whose address is: address) ________________________________________________________________________________ Dated: Name of Holder of Warrant Certificate: _____________ __, ______ __________________________________ BySignature Signature Guaranteed: Signatures should be guaranteed by an eligible guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature medallion program). -B-5- Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). __________________________________ (Please Print Name Signature ---------------------------------------------------------------- NOTICE The signature in the foregoing Forms of Assignment and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature Election must correspond with conform to the name as written in upon the first sentence face of the attached Warrant this Right Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. -B-6- EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On December 13, 2008, the Board of Directors (the "Board") of NN, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock, par value $0.01 per share (the "Common Shares") outstanding on December 15, 2008 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth (0.01) of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $14.00 per one one-hundredth (0.01) of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the close of business on the tenth (10th) business day (or such later date as may be determined by action of the Board prior to such time as any Person becomes an Acquiring Person) following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of fifteen percent (15%) or more of the outstanding Common Shares or (ii) the close of business on the tenth (10th) business day (or such later date as may be determined by action of the Board prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of fifteen percent (15%) or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date or upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 16, 2011 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. -C-1- The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths (0.01) of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 100 times the aggregate payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth (0.01) interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. From and after the time any Person becomes an Acquiring Person, if the certificate evidencing Rights evidenced by this Right Certificate are or were at any time on or after the Warrant earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or fifty percent (50%) or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two (2) times the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a -C-2- market value of two (2) times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within thirty (30) days following the date a Person becomes an Acquiring Person, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board may extend the 30-day period described above for up to an additional sixty (60) days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any Warrant Certificate representing Class time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Shares, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least one percent (1%) in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth (0.01) of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the time any Person becomes an Acquiring Person, the Board may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A Warrants copy of the Agreement is available free of charge from the Company. This summary description of the Rights does not exercised is purport to be registered complete and is qualified in a name other than that in its entirety by reference to the Agreement, which this Warrant Certificate is registered, the signature above must be guaranteedhereby incorporated herein by reference.

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise the Rights Certificate.) To: CORSAIR COMMUNICATIONS, INC. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ________________ Rights represented by the attached Warrant this Rights Certificate to purchase Warrant Shares, the units of Series A Junior Participating Preferred Stock issuable upon the exercise of such Rights and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing certificates for such Warrant Shares Series A Junior Participating Preferred Stock be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: Please insert social security or other identifying number ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Titleaddress) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, if applicable) a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number __________________________________________ Address: (Please print name and address) Dated ______________, _____ _________________________________________ SignatureSignature Signature Guaranteed: Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _________________________________________ Note: Signature NOTICE The above signature in the foregoing Form of Election to Purchase must correspond with conform to the name as written in upon the first sentence face of the attached Warrant this Rights Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. In the event the certification set forth above in the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Election to Purchase will not be honored. CORSAIR COMMUNICATIONS, INC. SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK On November 17, 1998 the Board of Directors of Corsair Communications, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock (the "Common Stock"), par value $.001 per share, of the Company. The dividend is payable on December 4, 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.001 per share (the "Series A Preferred Stock"), of the Company at a price of $40.00 per Unit (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of November 18, 1998 (the "Rights Agreement") between the Company and Bank Boston, N.A., as Rights Agent (the "Rights Agent"). Until the earlier of (i) the close of business on the first date of a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Stock and (ii) the close of business on the tenth business day (or such later date as may be determined by a majority of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, subject to certain conditions, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date, upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Stock, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on November 17, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and if the certificate evidencing number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Warrant Shares Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Units of Preferred Stock of certain rights or warrants to subscribe for or purchase Units of Preferred Stock at a price, or securities convertible into Units of Preferred Stock with a conversion price, less than the then current market price of the Units of Preferred Stock or (iii) upon the distribution to holders of the Units of Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Units of Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of Units of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any Warrant Certificate representing Class A Warrants such case, prior to the Distribution Date. Units of Preferred Stock purchasable upon exercise of the Rights will not exercised be redeemable. Each Unit of Preferred Stock will be entitled to a dividend equal to any dividend declared per share of Common Stock. In the event of liquidation, each Unit of Preferred Stock will be entitled to a payment equal to any payment made per share of Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive an amount equal to the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the dividend, liquidation and voting rights, the value of each Unit of Preferred Stock purchasable upon exercise of the Rights should approximate the value of one share of Common Stock. In the event that, after the Rights become exercisable, the Company is to be registered acquired in a name merger or other business combination transaction with an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated assets or earning power are sold to an Acquiring Person or an affiliate thereof, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Rights, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Rights. In the event that any person or group of affiliated or associated persons becomes the beneficial owner of 15% or more of the outstanding shares of Common Stock proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that in which this Warrant Certificate is registerednumber of shares of Units of Preferred Stock (or cash, common stock, other securities or property) having a market value of two times the exercise price of the Rights. At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding shares of Common Stock and prior to the acquisition by such person or group of 50% or more of the outstanding Common Stock, the signature above must Board of Directors of the Company may exchange all or part of the Rights (other than Rights owned by such person or group which have become void) for Units of Preferred Stock at an exchange ratio of (subject to adjustment) which shall equal, subject to adjustment to reflect stock splits, stock dividends and similar transactions occurring after the date hereof, that number obtained by dividing the Purchase Price by the then current per share market price per Unit of Preferred Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer is announced by any Person, if upon consummation thereof such Person would be guaranteedthe Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Units of Preferred Stock on the last trading day prior to the date of exercise. The Company may, at its option, upon approval by a majority of the Board of Directors, at any time prior to the earlier of (i) the Shares Acquisition Date, or (ii) the close of business on the tenth anniversary of the Rights Agreement redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the "Redemption Price"). The redemption of the rights may be made effective at such time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights are also redeemable under other circumstances as specified in the Rights Agreement. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights upon the approval of a majority of the Board of Directors except that from and after a Distribution Date no such amendment may adversely affect the interests of the holders of the Rights.

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise the Rights Certificate.) To Onyx Acceptance Corporation The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ___________________________ Rights represented by this Rights Certificate to purchase the units of Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such certificate Preferred Stock be issued in the name of: Please insert social security or other identifying number If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to to: Please insert social security or other identifying number --------------------------------------------------- (Please print name and address) Dated: __________________, not ____ ------------------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a U.S. Person, and whose address is:participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. B-4 44 Form of Reverse Side of Rights Certificate -- continued ___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: __________________________________________ and CERTIFICATION The undersigned hereby certifies that such Warrant the Rights evidenced by this Rights Certificate be delivered to are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------------ Signature _____________________, not a U.S. Person and whose address is: _________________________________________________________ Dated: Name NOTICE The signature in the foregoing Forms of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name Assignment and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature Election to Purchase must correspond with conform to the name as written in upon the first sentence face of the attached Warrant this Rights Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and if the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. ONYX ACCEPTANCE CORPORATION SUMMARY OF RIGHTS TO PURCHASE SHARES OF PREFERRED STOCK On July 8, 1997, the Board of Directors of Onyx Acceptance Corporation, a Delaware corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock (the "Common Stock"), par value $0.01 per share, of the Company. The dividend is payable on July 21, 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share (a "Unit") of Series A Participating Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of the Company at a price of $50.00 per Unit (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of July 8, 1997 (the "Rights Agreement") between the Company and American Stock Transfer and Trust Company, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Continuing Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date, upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Stock, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is Rights ("Rights Certificates") will be mailed to be registered in a name other than that in which this Warrant Certificate is registered, holders of record of the signature above must be guaranteed.Common Stock as of the

FORM OF ELECTION TO PURCHASE. (To be executed if Holder desires to exercise the Warrants evidenced by this Warrant Certificate). TO FRONTLINE COMMUNICATIONS CORPORATION The undersigned hereby (1) irrevocably elects to exercise of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ___________________________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced represented by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ____________to purchase __________ shares of Preferred Stock issuable upon the exercise of such Warrants, (2) makes payment in full of the aggregate Exercise Price for such Warrants by enclosure of a bank cashier's check or money order therefor or by surrendering Warrants or shares of Common Stock for application to the aggregate Exercise Price, upon condition that new Warrants be issued for the balance of the Warrants remaining, and (3) requests that such Warrant Certificate certificates for shares and Warrants be delivered to issued in the name of. (Please insert social security or other identifying number)_____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Title, if applicable) address)__________________________ AddressIf such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, a new Warrant Certificate for the balance remaining of such Warrants shall be registered in the name of and delivered to: Please insert social security or other identifying number)__________________________ (Please print name and address) DATED:__________________________, 20___ Signature Guaranteed: Signature: __________________________ NoteNOTICE: The above signature on the foregoing election to purchase must correspond with to the name as written in upon the first sentence face of the attached this Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteedwhatsoever.

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise Of Warrant) The undersigned holder hereby represents that he or it is the registered holder of this Warrant Certificate, and hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ shares of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant SharesCommon Stock, $.0001 par value, of SubMicron Systems Corporation and herewith tenders (or is concurrently tendering) payment in for such shares to the order of SubMicron Systems Corporation the amount of $1.00 for each such Warrant Share in an amount determined _____ in accordance with the terms hereof (unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 5 of the Class A Warrant Agreement). The undersigned requests that a certificate representing for such Warrant Shares shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation Sthe undersigned or nominee hereinafter set forth, and whose further that such certificate be delivered to the undersigned at the address ishereinafter set forth or to such other person or entity as is hereinafter set forth. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of the undersigned or nominee hereinafter set forth, and further that such certificate be delivered to the undersigned at the address hereinafter set forth or to such other person or entity as is hereinafter set forth. Certificate to be registered as follows: Name:______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address:______________________________________________________ __________________________________________________ __________________________________________________ Social Security or Taxpayer Identification No.: _________________________________ Certificate to be delivered as follows: Name:_________________________________________________________ Address:______________________________________________________ __________________________________________________ __________________________________________________ Signature: Date:__________________________________ Note: The above signature must correspond with the name as written A-4 21 ASSIGNMENT FORM To assign this Warrant, fill in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.form below:

FORM OF ELECTION TO PURCHASE. [To Be Executed Upon Exercise of Warrant] The undersigned holder hereby represents that he or it is the registered holder of this Warrant Certificate, and hereby irrevocably elects to exercise of the Class A Warrants evidenced right, represented by the attached this Warrant Certificate Certificate, to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: __________receive ____________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number shares of Class A Warrants is less than Common Stock, par value $.01 per share (the number of "Class A Warrants evidenced by Common Stock"), of BRUNSWICK BIOMEDICAL CORPORATION (the Warrant Certificate, as calculated pursuant "Company") and herewith tenders payment for such shares to the Class A Warrant Agreement, order of the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered Company in the name amount of _________________, not a U.S. Person and whose address is: ___________$___________ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such certificate be delivered to the undersigned at the address hereinafter set forth or to such other person or entity as is hereinafter set forth. If said number of shares is less than all of the shares of Class A Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose the undersigned at the address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with the name hereinafter set forth or to such other person or entity as written in the first sentence of the attached Warrant is hereinafter set forth. Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered as follows: Name: Internationale Nederlanden (U.S.) Capital Corporation Address: 135 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Chief Credit Officer Certificate to be delivered as follows: Name: Internationale Nederlanden (U.S.) Capital Corporation Address: 135 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Chief Credit Officer Date: --------------------------- ---------------------------------------- (Signature must conform in a all respects to the name other than that in which this of the holder as specified on the fact of the Warrant Certificate is registeredCertificate, the signature above must be guaranteed.unless Form of Assignment has been executed)

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise _________ of the Class A B Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share Shares in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ______________________ is and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________is . If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, Certificate (as calculated pursuant to the Class A Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ is and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ is . Dated: , Name of Holder holder of Warrant Certificate: ___________________________________________ By: ___________________________________________ (Please Print Name and Title, if applicablePrint) Address: ___________________________________ Address___________________________________________ Federal Tax ID No.: ___________________________ Signature: _________________________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.

FORM OF ELECTION TO PURCHASE. The (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To Brightstar Information Technology Group, Inc.: In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase _____________ shares of common stock, $.001 par value per share, of Brightstar Information Technology Group, Inc. (the "Common Stock") and , if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of the Class A Warrants evidenced shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the attached Warrant Certificate undersigned pursuant to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant AgreementWarrant. The undersigned requests that a certificate representing such Warrant Shares certificates for the shares of Common Stock issuable upon this exercise be registered issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ------------------------------ -------------------------------------------------------------------------------- (Please print name and address) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a Person who is not a U.S. Person New Warrant (as that term is defined in Rule 902 the Warrant) evidencing the right to purchase the shares of Regulation SCommon Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: -------------------------------------------------------------------------------- (Please print name and address) Dated: , Name of Holder: ------------ ----- Print ------------------------------------- By: -------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Signature must conform in all respects to name of holder as specified on the face of the Warrant FORM OF ASSIGNMENT [To be completed and whose address is: signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ and that such certificate be delivered the right represented by the within Warrant to purchase _________________ shares of Common Stock of Brightstar Information Technology Group, not a U.S. Person, Inc. to which the within Warrant relates and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______appoints ________________ and that such Warrant Certificate be delivered attorney to _____________________transfer said right on the books of Brightstar Information Technology Group, not a U.S. Person and whose address is: ______________________ Inc. with full power of substitution in the premises. Dated: Name ---------------, ---- --------------------------------------- Signature must conform in all respects to name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with holder as specified on the name as written in the first sentence face of the attached Warrant Certificate --------------------------------------- Address of Transferee --------------------------------------- --------------------------------------- In the presence of: -------------------------- NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC. Dated: March 10, 2000 Brightstar Information Technology Group, Inc., a Delaware corporation (the "Company"), hereby certifies that, for value received, Montrose Investments, Ltd. or its registered assigns ("Holder"), is entitled, subject to the terms set forth below, to purchase from the Company the total number of shares of common stock, $.001 par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") calculated pursuant to Section 3 of this Warrant (subject to adjustment for certain events as set forth herein) at an exercise price equal to $.001 per share (as adjusted from time to time as provided in every particularSection 8, without alteration or enlargement or any change whateverthe "Exercise Price"), at the times set forth herein through and including the 30th Trading Day (as defined in Exhibit A) following the Third Vesting Date (as defined herein), plus an additional Trading Day for each Trading Day during a Blocking Period (as defined in Section 4 of the Registration Rights Agreement) (the "Expiration Date"), and if subject to the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class following terms and conditions (certain terms used herein are defined in Exhibit A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.attached hereto):

FORM OF ELECTION TO PURCHASE. (To be executed if the registered holder desires to exercise Rights represented by the Rights Certificate.) To: BHA GROUP, INC. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ________________________ Rights represented by the attached Warrant this Rights Certificate to purchase Warrant Shares, and herewith tenders the Units of Common Stock issuable upon the exercise of the Rights (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms other securities of the Class A Warrant Agreement. The undersigned Company or of any other person or other property which may be issuable upon the exercise of the Rights) and requests that a certificate representing certificates for such Warrant Shares Units be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isdelivered to: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person ______________________ (Please print name and whose address isaddress) _______________________________________________________________________________ Please insert social security or other identifying number: ______________________ and that such Warrant Certificate be delivered to _________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, not a U.S. Person new Rights Certificate for the balance of such Rights shall be registered in the name of and whose address isdelivered to: _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ Please insert social security or other identifying number: ___________________________________________________ Dated: Name of Holder of Warrant Certificate: _____________, 199_ _____________________ BySignature Signature Guaranteed: ______________________ EXHIBIT 4.1 EXHIBIT B SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On December 13, 1995, the Board of Directors of BHA Group, Inc. (Please Print Name the "Company") declared a distribution of one Right for each outstanding share of Class A Common Stock, par value $.01 per share (the "Company Common Stock"), to stockholders of record at the close of business on December 26, 1995 and Titlefor each share of Company Common Stock issued (including shares distributed from the treasury) by the Company thereafter and prior to the Distribution Date. Each Right entitles the registered holder, if applicablesubject to the terms of the Rights Agreement (as defined below), to purchase from the Company one tenth of a share (a "Unit") ______________________ Address: ______________________ Signature: ______________________ Note: of Company Common Stock, at a Purchase Price of $7.00 per Unit, subject to adjustment. The above signature must correspond Purchase Price is payable in cash or by certified or bank check or money order payable to the order of the Company. The description and terms of the Rights are set forth in a Rights Agreement between the Company and Boatmen's Trust Company, as Rights Agent (the "Rights Agreement"). The Rights Agreement Initially, the Rights will attach to all certificates representing shares of outstanding Company Common Stock, and no separate Rights Certificates will be distributed. The Rights will separate from the Company Common Stock and the Distribution Date will occur upon the earlier of (i) 10 business days (or such later date as may be determined by action of the Board of Directors) following a public announcement (the date of such announcement being the "Stock Acquisition Date") that a person or group of affiliated or associated persons (other than the Company, any Subsidiary of the Company or any employee benefit plan of the Company or such Subsidiary) (an "Acquiring Person") has acquired, obtained the right to acquire, or otherwise obtained beneficial ownership of 20% or more of the then outstanding shares of Company Common Stock (provided that such person or group remains the beneficial owner of 20% or more of the outstanding shares of Company Common Stock on such date), and (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of the then outstanding shares of Company Common Stock. Until the Distribution Date, (i) the Rights will be evidenced by Company Common Stock certificates and will be transferred with and only with such Company Common Stock certificates, (ii) new Company Common Stock certificates issued after December 26, 1995 (also including shares distributed from the treasury) will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates representing outstanding Company Common Stock will also constitute the transfer of the Rights associated with the name Company Common Stock represented by such certificates. The Rights are not exercisable until the Distribution Date and will expire at the close of business on the tenth anniversary of the Rights Agreement unless earlier redeemed by the Company as written described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of Company Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. In the event that (i) the Company is the surviving corporation in a merger with an Acquiring Person and shares of Company Common Stock shall remain outstanding, (ii) a Person becomes the beneficial owner of 20% or more of the then outstanding shares of Company Common Stock and remains the beneficial owner of 20% or more of the outstanding shares of Company Common Stock as of the Distribution Date, (iii) an Acquiring Person engages in one or more "self-dealing" transactions as set forth in the first sentence Rights Agreement, or (iv) during such time as there is an Acquiring Person, an event occurs which results in such Acquiring Person's ownership interest being increased by more than 1% (e.g., by means of a reverse stock split or recapitalization), then, in each such case, each holder of a Right will thereafter have the right to receive, upon exercise and for the "adjusted exercise price" (as defined below), Units of Company Common Stock (or preferred stock, cash, property or other securities of the attached Warrant Certificate Company) having a value equal to two times the adjusted exercise price of the Right. The adjusted exercise price is an amount equal to ten times the then current Purchase Price (as it may have been adjusted from time to time in every particularaccordance with the Rights Agreement). Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. In the event that, at any time following the Stock Acquisition Date and without alteration the prior approval of the Board of Directors, (i) the Company is acquired in a merger or enlargement other business combination transaction and the Company is not the surviving corporation (other than a merger described in the preceding paragraph), (ii) any Person consolidates or merges with the Company and all or part of the Company Common Stock is converted or exchanged for securities, cash or property of any change whateverother Person or (iii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as described above) shall thereafter have the right to receive, upon exercise and for the adjusted exercise price, common stock of the Acquiring Person having a value equal to two times the adjusted exercise price of the Right. The Purchase Price payable, and the number of Units of Company Common Stock issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Company Common Stock, (ii) if holders of the certificate evidencing Company Common Stock are granted certain rights or warrants to subscribe for Company Common Stock or convertible securities at less than the Warrant Shares current market price of the Company Common Stock, or any Warrant Certificate representing Class A Warrants not exercised is (iii) upon the distribution to be registered in a name the holders of the Company Common Stock of evidences or indebtedness, cash or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than that those referred to above). With certain exceptions, no adjustment in which this Warrant Certificate the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. The Company is registerednot required to issue fractional shares of Company Common Stock. In lieu thereof, an adjustment in cash may be made based on the market price of the Company Common Stock prior to the date of exercise. At any time until the Distribution Date, a majority of the Board of Directors may redeem the Rights in whole, but not in part, at a price of $.01 per Right (subject to adjustment in certain events) (the "Redemption Price"), payable, at the election of such majority of the Board of Directors, in cash or shares of Company Common Stock. Immediately upon the action of a majority of the Board of Directors ordering the redemption of the Rights, the signature above must Rights will terminate and the only right of the holders of Rights will be guaranteedto receive the Redemption Price.

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise _________ of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share Shares in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of __________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is ___________________________ and that such certificate be delivered to ___________________________, not a U.S. Person, and whose address is:is __________________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, Certificate (as calculated pursuant to the Class A Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________________, not a U.S. Person and whose address is: is ____________________________ and that such Warrant Certificate be delivered to ______________________, not a U.S. Person and whose address is: is ______________________ ______________________. Dated: , Name of Holder holder of Warrant Certificate: __________________________________ By: __________________________________ (Please Print Name and Title, if applicablePrint) ______________________ Address: ___________________________ ___________________________ Federal Tax ID No.: ___________________ Signature: __________________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.. Dated: ,

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Class A Common Stock upon payment by the undersigned of the Exercise Price in effect as of the date hereof for the Warrants being surrendered. The undersigned understands and acknowledges that if exercise is occurring other than during a Registered Period, the undersigned is exercising Warrants pursuant to the Cashless Exercise provisions of Section 4.3 of the Warrant Agreement. If exercise is occurring during a Registered Period, the undersigned elects to make payment of the Exercise Price: / / Check this box and complete if payment is to be made in cash, by wire transfer or by certified or official bank check payable to the order of Holdings. The undersigned elects to receive ____ shares of Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, Common Stock and herewith tenders (or is concurrently tendering) payment for such shares to the order of Holdings in the amount of $1.00 for each such Warrant Share in an amount determined ____ in accordance with the terms hereof. / / Check this box and complete if payment is to be made pursuant to the Cashless Exercise provisions of Section 4.3 of the Warrant Agreement. The undersigned elects to receive such number of shares of Class A Common Stock as Holdings then shall be required to issue in accordance with Section 4.3 of the Warrant AgreementAgreement upon tender by the undersigned for exchange of Warrants to purchase ____ shares of Class A Common Stock. The undersigned requests that a certificate representing for such Warrant Shares shares be registered in the name of _____________________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is _______________________________ and that such certificate shares be delivered to __________ whose address is _______, not a U.S. Person, and whose address is:________________________. If said number of Class A Warrants shares is less than all of the number shares of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant AgreementCommon Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing representing the number remaining balance of Class A Warrants evidenced by this Warrant Certificate that are not being exercised such shares be registered in the name of _________________, not a U.S. Person and whose address is: is ______________________ ____, and that such Warrant Certificate be delivered to _________________, whose address is __________________. If payment of the Exercise Price is to be made through Cashless Exercise, not a U.S. Person and in accordance with Section 9 of the Warrant Agreement the undersigned requests that any cash in lieu of fractional interests be paid to __________ whose address is: is ______________________ Dated: Name of Holder of Warrant Certificate__________. Date: ______________, ____ -------------------------- (Signature) -------------------------- (Signature Guaranteed) SCHEDULE A SCHEDULE OF WARRANTS EVIDENCED BY THIS GLOBAL WARRANT The initial number of Warrants evidenced by this Global Warrant shall be ________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: . The above signature must correspond with the name as written following decreases/increases in the first sentence number of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which evidenced by this Warrant Certificate is registered, the signature above must be guaranteed.have been made: Total Number of Decrease in Warrants Evidenced Number of Increase in Number by this Global Date of Warrants of Warrants Warrant Following Notation Made by Decrease/ Evidenced by this Evidenced by this such Decrease/ or on Behalf of Increase Global Warrant Global Warrant Increase Warrant Agent ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- -------------------

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise the Right Certificate.) TO CUMULUS MEDIA INC.: The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced _______________ Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, the Preferred Shares issuable upon the exercise of such Rights and herewith tenders (or is concurrently tendering) payment requests that certificates for such Preferred Shares be issued in the amount name of: Please insert Social Security or other identifying number: . (Please print name and address) If such number of $1.00 Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for each the balance remaining of such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares Rights shall be registered in the name of and delivered to: Please insert Social Security or other identifying number: . (Please print name and address) Dated: _____________ __, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ______ __________________________________ Signature (Signature must conform to the holder specified on the Right Certificate) Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature medallion program). - B-7 - Form of Reverse Side of Right Certificate -- continued ---------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof, or any other Person with whom such certificate be delivered to Person is Acting in Concert (as such terms are defined in the Rights Agreement). ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ Signature ---------------------------------------------------------------- NOTICE The signature in the foregoing Forms of Assignment and that such Warrant Certificate be delivered Election to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature Purchase must correspond with conform to the name as written in upon the first sentence face of the attached Warrant this Right Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such assignment or election to purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY OTHER PERSON WITH WHOM SUCH PERSON IS ACTING IN CONCERT, OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS, MAY BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On June 5, 2017, the Board of Directors of Cumulus Media Inc. (the “Company”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of Class A Common Stock, par value $0.01 per share (the “Common Shares”), outstanding on June 15, 2017 (the “Record Date”) to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series R Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company, at a price of $2.50 per one one-thousandth of a Preferred Share represented by a Right (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”), dated as of June 5, 2017, between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent. Capitalized terms used but not defined in this summary have the meanings ascribed to such terms in the Rights Agreement. The Rights Agreement is intended to, among other things, avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, and if thereby preserve the certificate evidencing current ability of the Warrant Shares Company to utilize certain net operating loss carryovers and other tax benefits of the Company and its subsidiaries. Until the earlier to occur of (i) 20 days following a public announcement that a Person or group of affiliated or associated Persons or any Warrant Certificate representing Class other Person with whom such Person is acting in concert has acquired beneficial ownership of 4.99% or more of the outstanding Common Shares (an “Acquiring Person”) (or, in the event an exchange is effected in accordance with Section 24 of the Rights Agreement and the Board determines that a later date is advisable, then such later date) or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a Person or group of 4.99% or more of the outstanding Common Shares (the earlier of such dates, the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto (unless such Rights are recorded in book entry). A Warrants Person shall not exercised is be deemed to be registered in an Acquiring Person if such Person, at the time of the first public announcement of the Rights Agreement, is a name other than Beneficial Owner of 4.99% or more of the Common Shares of the Company then outstanding (a “Grandfathered Stockholder”); provided, however, that in which this Warrant Certificate is registeredif a Grandfathered Stockholder becomes, after the date of the Rights Agreement, the signature above must Beneficial Owner of any additional Common Shares then such Grandfathered Stockholder shall be guaranteeddeemed to be an Acquiring Person unless, upon such acquisition of Beneficial Ownership of additional Common Shares, such Person is not the Beneficial Owner of 4.99% or more of the Common Shares then outstanding; provided, further, that upon the first decrease of a Grandfathered Stockholder’s Beneficial Ownership below 4.99%, such Grandfathered Stockholder shall cease to be a Grandfathered Stockholder. For the avoidance of doubt, in the event that after the time of the first public announcement of this Agreement, any agreement, arrangement or understanding pursuant to which any Grandfathered Stockholder is deemed to be the Beneficial Owner of Common Shares expires, terminates or no longer confers any benefit to or imposes any obligation on the Grandfathered Stockholder, any direct or indirect replacement, extension or substitution of such agreement, arrangement or understanding with respect to the same or different Common Shares that confers Beneficial Ownership of Common Shares shall be considered the acquisition of Beneficial Ownership of additional Common Shares by the Grandfathered Stockholder and render such Grandfathered Stockholder an Acquiring Person for purposes of this Agreement unless, upon such acquisition of Beneficial Ownership of additional Common Shares, such person is not the Beneficial Owner of 4.99% or more of the Common Shares then outstanding.

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise _________ of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share Shares in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ______________________ is and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________is . If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, Certificate (as calculated pursuant to the Class A Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ is and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ is . Dated: , Name of Holder holder of Warrant Certificate: ________________________________________ By(Please Print) Address: _________________________________ (Please Print Name and Title, if applicable) _________________________________ AddressFederal Tax ID No.: _________________________ Signature: ________________________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.. Dated: , CLASS B WARRANT AGREEMENT CLASS B WARRANT AGREEMENT (“Agreement”), dated as of November __, 2010, by and between Suspect Detection Systems, Inc., a Delaware corporation (the “Company”), and ____________________ (“Warrantholder”). Certain capitalized terms used herein are defined in Section 15 hereof. In consideration of the mutual terms, conditions, representations, warranties and agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Class A Common Stock upon payment by the undersigned of the Exercise Price in effect as of the date hereof for the Warrants being surrendered. The undersigned understands and acknowledges that if exercise is occurring other than during a Registered Period, the undersigned is exercising Warrants pursuant to the Cashless Exercise provisions of Section 4.3 of the Warrant Agreement. If exercise is occurring during a Registered Period, the undersigned elects to make payment of the Exercise Price: [_] Check this box and complete if payment is to be made in cash, by wire transfer or by certified or official bank check payable to the order of Holdings. The undersigned elects to receive ____ shares of Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, Common Stock and herewith tenders (or is concurrently tendering) payment for such shares to the order of Holdings in the amount of $1.00 for each such Warrant Share in an amount determined ____ in accordance with the terms hereof. [_] Check this box and complete if payment is to be made pursuant to the Cashless Exercise provisions of Section 4.3 of the Warrant Agreement. The undersigned elects to receive such number of shares of Class A Common Stock as Holdings then shall be required to issue in accordance with Section 4.3 of the Warrant AgreementAgreement upon tender by the undersigned for exchange of Warrants to purchase ____ shares of Class A Common Stock. The undersigned requests that a certificate representing for such Warrant Shares shares be registered in the name of _____________________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is _______________________________ and that such certificate shares be delivered to __________ whose address is _______, not a U.S. Person, and whose address is:________________________. If said number of Class A Warrants shares is less than all of the number shares of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant AgreementCommon Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing representing the number remaining balance of Class A Warrants evidenced by this Warrant Certificate that are not being exercised such shares be registered in the name of _________________, not a U.S. Person and whose address is: is ______________________ ____, and that such Warrant Certificate be delivered to _________________, whose address is __________________. If payment of the Exercise Price is to be made through Cashless Exercise, not a U.S. Person and in accordance with Section 9 of the Warrant Agreement the undersigned requests that any cash in lieu of fractional interests be paid to __________ whose address is: is ______________________ Dated: Name of Holder of Warrant Certificate__________. Date: ______________, ____ ________ By: ______________________ (Please Print Name and Title, if applicableSignature) ______________________ Address: ______________________ Signature: (Signature Guaranteed) SCHEDULE A SCHEDULE OF WARRANTS EVIDENCED BY THIS GLOBAL WARRANT The initial number of Warrants evidenced by this Global Warrant shall be ______________________ Note: . The above signature must correspond with the name as written following decreases/increases in the first sentence number of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which evidenced by this Warrant Certificate is registered, the signature above must be guaranteed.have been made: Total Number of Decrease in Increase in Warrants Number of Number of Evidenced by this Warrants Warrants Global Warrant Notation Made Date of Evidenced by Evidenced by Following such by or on Behalf Decrease/ this Global this Global Decrease/ of Warrant Increase Warrant Warrant Increase Agent ------------- ---------------- ----------------- ------------------- ---------------- ------------- ---------------- ----------------- ------------------- ---------------- ------------- ---------------- ----------------- ------------------- ---------------- ------------- ---------------- ----------------- ------------------- ---------------- ------------- ---------------- ----------------- ------------------- ---------------- ------------- ---------------- ----------------- ------------------- ---------------- ------------- ---------------- ----------------- ------------------- ---------------- ------------- ---------------- ----------------- ------------------- ---------------- ------------- ---------------- ----------------- ------------------- ---------------- ------------- ---------------- ----------------- ------------------- ---------------- ------------- ---------------- ----------------- ------------------- ---------------- ------------- ---------------- ----------------- ------------------- ---------------- ------------- ---------------- ----------------- ------------------- ---------------- ------------- ---------------- ----------------- ------------------- ---------------- ------------- ---------------- ----------------- ------------------- ---------------- ------------- ---------------- ----------------- ------------------- ----------------

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise _________ of the Class A Warrants Warrant, defined as the Class A Warrant, evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share Shares in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of _______________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is _______________________ and that such certificate be delivered to _______________________, not a U.S. Person, and whose address is:is _______________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, Certificate (as calculated pursuant to the Class A Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _______________________, not a U.S. Person and whose address is: is _______________________ and that such Warrant Certificate be delivered to _______________________, not a U.S. Person and whose address isis _______________________. Dated: ______________________ Dated: , Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicablePrint) ______________________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ____ shares of Common Stock and herewith (check item) tenders payment for such shares to the order of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant SharesCompany, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined ____ per share of Common Stock in accordance with the terms hereof, as follows: [_] $____________ in cash; or [_] $____________ by wire transfer of immediately available funds; or [_] $ ___________ by certified or official bank check to the order of the Class A Warrant AgreementCompany. The undersigned requests that a certificate representing for such Warrant Shares shares be registered in the name of ________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: _is _____________________ and that such certificate shares be delivered to ________________, not a U.S. Person, and ________ whose address is:_is __________________. If said number of Class A Warrants shares is less than all of the number shares of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant AgreementCommon Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing representing the number remaining balance of Class A Warrants evidenced by this Warrant Certificate that are not being exercised such shares be registered in the name of _________________, not a U.S. Person and whose address is: is ______________________ , and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: is ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ . Signature(s): ---------------------------------- Note: The above signature signature(s) must correspond with the name as written in upon the first sentence face of the attached this Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which whatsoever. If this Warrant Certificate is registeredheld of record by two or more joint owners, the all such owners must sign. Date: --------------- Signature Guaranteed*: ---------------------------------- *Note: The signature above must be guaranteed.guaranteed by an institution which is a member of one of the following recognized signature guarantee programs:

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced right, represented by the attached this Warrant Certificate Certificate, to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ______________________ Common Shares and that herewith tenders in payment for such certificate be delivered securities a certified check or official bank check payable in New York Clearing House Funds to the order of LASIK AMERICA, INC. in the amount of $_____, all in accordance with the terms of Section 4 of the Warrant Agreement dated as of ____________, not a U.S. Person2001, between LASIK AMERICA, INC. and whose address is:___________________the undersigned (or its assignor). If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the The undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised certificate for such securities be registered in the name of _________________, not a U.S. Person and _ whose address is: ____________is __________ and that such Warrant Certificate be delivered to whose address is _________. Dated: Signature _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Signature must conform in all respects to name of Holder as specified on the face of the Warrant Certificate.) (Insert Social Security or Other Identifying Number of Holder) [FORM OF ASSIGNMENT] (To be executed by the registered Holder if such Holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED ________________ hereby sells, assigns and transfers unto (Please Print Name print name and Titleaddress of transferee) this Warrant Certificate, if applicable) together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated: ________________ Signature:________________________ Address: SSN:__________________________ Signature: ______________________ Note: The above signature (Signature must correspond with conform in all respects to name of Holder as specified on the name as written in the first sentence face of the attached Warrant Certificate in every particular, without alteration Certificate.) (Insert Social Security or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.Other Identifying Number of Assignee)

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ shares of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, Common Stock and herewith tenders (or is concurrently tendering) payment for such shares to the order of Holdings in the amount of $1.00 for each such Warrant Share in an amount determined ______ in accordance with the terms hereof unless the holder is exercising Warrants pursuant to the net exercise provisions of Section 4 of the Class A Warrant AgreementAgreement in which case the holder shall tender Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon, to the date of exercise equal to the Exercise Price of the Warrants being exercised by such holder. The undersigned requests that a certificate representing for such Warrant Shares shares be registered in the name of _______________________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is _______________________________ and that such certificate shares be delivered to ________________, not a U.S. Person, and _ whose address is:is _________________________________. If said number of Class A Warrants shares is less than all of the number shares of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant AgreementCommon Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing representing the number remaining balance of Class A Warrants evidenced by this Warrant Certificate that are not being exercised such shares be registered in the name of _________________, not a U.S. Person and whose address is: is ______________________ ____, and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: is ______________________ Dated: Name of Holder of Warrant Certificate. Date: ______________, ____ ________ By: ______________________ (Please Print Name and Title, if applicableSignature) __________________________ Address(Signature Xxxxxxxxxx) SCHEDULE A SCHEDULE OF WARRANTS EVIDENCED BY THIS GLOBAL WARRANT The initial number of Warrants evidenced by this Global Warrant shall be 335,000. The following decreases/increases in the number of Warrants evidenced by this Warrant have been made: Decrease in Increase in Total Number of Number of Number of Warrants Warrants Warrants Evidenced by this Date of Evidenced by Evidenced by Global Warrant Notation Made Decrease/ this Global this Global Following such by or on Behalf Increase Warrant Warrant Decrease/ Increase of Warrant Agent -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- -------------- ----------------- -------------------- -------------------------- -------------------- A2-8 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER American Mobile Satellite Corporation 00000 Xxxxxxxxx Xxxx. Xxxxxx, Xxxxxxxx 00000-0000 Attention: Xxxxx X. Xxxxx, Esq., State Street Bank and Trust Company Xxxxxxx Square 000 Xxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxxxx Xxxxxxxx Re: 335,000 Warrants to Purchase 1,258,759 Shares of Common Stock ------------------------------------------------------------- (CUSIP __________) Reference is hereby made to the Warrant Agreement, dated as of March 31, 1998 (the "WARRANT AGREEMENT"), among American Mobile Satellite Corporation, as issuer (the "HOLDINGS"), and State Street Bank and Trust Company, as Warrant Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Warrant Agreement. ______________________ Signature: ___________, (the "TRANSFEROR") owns and proposes to transfer the Warrant[s] or interest in such Warrant[s] specified in Annex A hereto, in the amount of ___________ Note: The above signature must correspond in such Warrant[s] or interests (the "TRANSFER"), to __________ (the "TRANSFEREE"), as further specified in Annex A hereto. In connection with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registeredTransfer, the signature above must be guaranteed.Transferor hereby certifies that: [CHECK ALL THAT APPLY]

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise _________ of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share Shares in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ____________, whose address is _________________ and that such certificate be delivered to _____________________, not a U.S. Person, and whose address is:is _____________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, Certificate (as calculated pursuant to the Class A Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _____________________, not a U.S. Person and whose address is: is ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: is ________________. Dated: __________, ____ Dated: Name of Holder holder of Warrant Certificate: __________________________________ By: __________________________________ (Please Print Name and Title, if applicablePrint) Address: __________________________________ Address__________________________________ Federal Tax ID No.: __________________________________ Signature: __________________________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.. Dated: __________, ____

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to exercise _________ Warrants and receive __________ shares of common stock, par value $0.01 per share (the Class A Warrants evidenced by the attached Warrant Certificate to purchase "Warrant Shares"), at an exercise price of $10.00 per Warrant Share and herewith tenders (or is concurrently tendering) payment for such shares to the order of OGLEBAY NORTON COMPANY, in the amount of $1.00 for each _________ or has tendered such Warrant Share payment via wire transfer in an amount determined immediately available funds, in accordance with the terms of hereof and in the Class A Warrant Agent Agreement. The undersigned requests that a certificate representing such Warrant Shares shares be registered in book entry (Direct Registration System) under the name of , a Person who is not a U.S. Person and address as that term is defined in Rule 902 of Regulation S, follow: -------------------------------------------------------------------------------- (Please print or type name and whose address isaddress) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. _ If said number of Class A Warrants shares is less than the number all of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant AgreementShares purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing representing the number remaining balance of Class A Warrants evidenced by this Warrant Certificate that are not being exercised such shares be registered in the and delivered as follows: -------------------------------------------------------------------------------- (Please print or type name of _________________, not a U.S. Person and whose address isaddress) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ -------------------------------- Signature Note: The above signature must correspond with the name as written in upon the first sentence face of the attached this Warrant Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. Signature Guaranteed by: -------------------------------- Note: The signature must be guaranteed by an eligible guarantor, institution bank, stockbroker, savings and if loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to SEC Rule 17Ad-15 only in the certificate evidencing case where the undersigned is requesting that the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered and delivered in a name other than that in which this Warrant Certificate is registeredof the undersigned. (AS PART OF THIS FORM OF ELECTION TO PURCHASE, PLEASE COMPLETE, SIGN AND RETURN THE ATTACHED SUBSTITUTE FORM W-9.) TO BE COMPLETED BY WARRANT HOLDERS EXERCISING WARRANTS (SEE INSTRUCTIONS BELOW) PAYOR'S NAME: OGLEBAY NORTON COMPANY (the signature above must be guaranteed."Company")

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Class A Common Stock upon payment by the undersigned of the Exercise Price in effect as of the date hereof for the Warrants being surrendered. The undersigned understands and acknowledges that if exercise is occurring other than during a Registered Period, the undersigned is exercising Warrants pursuant to the Cashless Exercise provisions of Section 4.3 of the Warrant Agreement. If exercise is occurring during a Registered Period, the undersigned elects to make payment of the Exercise Price: [ ] Check this box and complete if payment is to be made in cash, by wire transfer or by certified or official bank check payable to the order of Holdings. The undersigned elects to receive ____ shares of Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, Common Stock and herewith tenders (or is concurrently tendering) payment for such shares to the order of Holdings in the amount of $1.00 for each such Warrant Share in an amount determined ____ in accordance with the terms hereof. [ ] Check this box and complete if payment is to be made pursuant to the Cashless Exercise provisions of Section 4.3 of the Warrant Agreement. The undersigned elects to receive such number of shares of Class A Common Stock as Holdings then shall be required to issue in accordance with Section 4.3 of the Warrant AgreementAgreement upon tender by the undersigned for exchange of Warrants to purchase ____ shares of Class A Common Stock. The undersigned requests that a certificate representing for such Warrant Shares shares be registered in the name of _____________________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is _______________________________ and that such certificate shares be delivered to __________ whose address is _______, not a U.S. Person, and whose address is:________________________. If said number of Class A Warrants shares is less than all of the number shares of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant AgreementCommon Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing representing the number remaining balance of Class A Warrants evidenced by this Warrant Certificate that are not being exercised such shares be registered in the name of _________________, not a U.S. Person and whose address is: is ______________________ ____, and that such Warrant Certificate be delivered to _________________, whose address is __________________. If payment of the Exercise Price is to be made through Cashless Exercise, not a U.S. Person and in accordance with Section 9 of the Warrant Agreement the undersigned requests that any cash in lieu of fractional interests be paid to __________ whose address is: is ______________________ Dated: Name of Holder of Warrant Certificate__________. Date: ______________, ____ -------------------------- (Signature) -------------------------- (Signature Guaranteed) SCHEDULE A SCHEDULE OF WARRANTS EVIDENCED BY THIS GLOBAL WARRANT The initial number of Warrants evidenced by this Global Warrant shall be ________ By: ______________________ (Please Print Name and Title, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: . The above signature must correspond with the name as written following decreases/increases in the first sentence number of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which evidenced by this Warrant Certificate is registered, the signature above must be guaranteed.have been made: Total Number of Decrease in Warrants Evidenced Number of Increase in Number by this Global Date of Warrants of Warrants Warrant Following Notation Made by Decrease/ Evidenced by this Evidenced by this such Decrease/ or on Behalf of Increase Global Warrant Global Warrant Increase Warrant Agent ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- ------------------- ----------------- ------------------- -------------------- ---------------------- -------------------

FORM OF ELECTION TO PURCHASE. (To be executed by registered holder to exercise Rights represented by the Right Certificate.) To: PROVANTAGE HEALTH SERVICES, INC. The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ________ Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, the Preferred Shares issuable upon the exercise of such Rights and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing certificates for such Warrant Preferred Shares be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Titleaddress) Social security or taxpayer identification number:____________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, if applicable) a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: ___________________________________________________________________________ Address: ___________________________________________________________________________ (Please print name and address) Social security or taxpayer identification number:____________________ Signature: :____________________________ NoteDated:______________________________ Signature Guaranteed: (Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.) The above signature must correspond undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature:___________________________________ EXHIBIT C Summary of Rights to Purchase Preferred Shares On ________________ ____, 1999, the Board of Directors (the "Board") of ProVantage Health Services, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Shares") of the Company. The dividend was payable on __________________ ____, 1999, to the shareholders of record on that date. Each Right entitles the holder to purchase from the Company one one- thousandth of a share of Series B Junior Participating Preferred Stock, $.01 par value (the "Preferred Shares") of the Company at a price of $_________ per one one-thousandth of a Preferred Share (the "Purchase Price"). A complete description of the Rights is set forth in the Amended and Restated Rights Agreement (the "Rights Agreement") between the Company and Norwest Bank Minnesota, National Association, the Rights Agent, and this Summary is qualified in its entirety by reference to the Rights Agreement. A copy of the Rights Agreement was filed with the name Securities and Exchange Commission as written an exhibit to a Registration Statement on Form 8-A, and copies are available from the Company free of charge on request. The Rights Agreement provides that the Rights will not be exercisable until the Distribution Date, which will be the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the Company's outstanding Common Shares, or (ii) 10 business days (or such later date as is established by the Board before any person or group becomes an Acquiring Person) following the commencement of, or the announcement of an intention to make, a tender offer or exchange offer which, if consummated, would result in the first sentence beneficial ownership by a person or group of 15% or more of the Company's outstanding Common Shares. Ownership of the Company's Common Shares by ShopKo or any transferee of ShopKo's interest will not trigger the Rights. Until the Distribution Date (or the earlier redemption or expiration of the Rights), the Rights will be transferred with, and only with, the Common Shares. For Common Shares outstanding as of ___________________ ____, 1999, the Rights will be evidenced by the certificates for such Common Shares. For Common Shares issued thereafter, the Rights will be evidenced by a notation on the certificate incorporating the Rights Agreement by reference. In either case, until the Distribution Date (or the earlier redemption or expiration of the Rights), the surrender for transfer of any certificate for Common Shares, even without the notation or an attached Warrant Certificate copy of this Summary, will constitute the transfer of the Rights associated with the Common Shares represented by the certificate. As soon as practicable after the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date, and thereafter such separate Right Certificates alone will evidence the Rights. If any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person, whose Rights will have become void) will be entitled, upon the exercise of the Right, to receive that number of Common Shares having a market value of two times the exercise price of the Right. In addition, if, after a person or group has become an Acquiring Person, the Company is acquired in every particulara merger or other business combination transaction or if 50% or more of its consolidated assets or earning power are sold, each holder of a Right will be entitled to receive, upon the exercise of the Right at its then current exercise price, that number of shares of common stock of the acquiring company having a market value at the time of such event of two times the exercise price of the Right. At any time before an Acquiring Person acquires beneficial ownership of 15% or more of the Company's outstanding Common Shares, the Board may redeem the Rights in whole, but not in part, at a price of $.01 per Right, on such terms as the Board may establish in its sole discretion. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the holders will be entitled only to receive the foregoing redemption price. At any time after any person or group becomes an Acquiring Person, but before the Acquiring Person acquires 50% or more of the Company's outstanding Common Shares, the Board may exchange the Rights (other than those held by the Acquiring Person, which will have become void), in whole or part, at an exchange ratio of one Common Share or one one-thousandth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges) per Right. The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are subject to adjustment if, prior to the Distribution Date, there is a stock split of the Common Shares; a stock dividend on the Common Shares payable in Common Shares; or a subdivision, consolidation or combination of the Common Shares. The Purchase Price and the number of Preferred Shares or other securities or property issuable upon exercise of the Rights are also subject to adjustment to prevent dilution: in the event of a stock dividend or of a subdivision, combination or reclassification of the Preferred Shares; upon the grant to the Preferred Share holders of certain rights or warrants to subscribe for or purchase Preferred Shares at a price less than the then-current market price or securities convertible into Preferred Shares with a conversion price less than the then-current market price for the Preferred Shares; or upon the distribution to the Preferred Share holders of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants other than those referred to above. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. The holder of a Right, as such, will have no rights as a shareholder of the Company (including, without alteration limitation, the right to vote or enlargement to receive dividends) until the Right is exercised. The terms of the Rights may be amended by the Board without the consent of the holders of the Rights, provided that no amendment adversely affects the interests of the holders. If not exercised, redeemed or exchanged sooner, the Rights will expire on ___________________ ____, 2009, unless such expiration date is extended. The Company's Articles of Incorporation set forth the terms of the Preferred Shares. If issued, the Preferred Shares will be entitled to a cumulative preferential quarterly dividend per share equal to the greater of $10 or 1,000 times the dividend declared on the Company's Common Shares. In the event of liquidation, the holders of the Preferred Shares will be entitled to receive an amount equal to accrued and unpaid dividends, plus an amount per share equal to the greater of $1,000 or 1,000 times the payment made per share to holders of Common Shares. Each Preferred Share will be entitled to 1,000 votes, voting together with the holders of the Common Shares on all matters submitted to the vote of shareholders. In the event of any change whatevermerger, consolidation or other transaction in which Common Shares are exchanged, the holder of each Preferred Share will be entitled to receive 1,000 times the amount and type of consideration paid per Common Share. The rights of the holders of Preferred Shares as to dividends and liquidations, their voting rights, and if their rights in the certificate evidencing event of mergers and consolidations, are protected by customary anti-dilution provisions. Because of the Warrant nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth of a Preferred Share purchasable upon the exercise of each Right should approximate the value of one Common Share. No fractional Preferred Shares or any Warrant Certificate representing Class A Warrants not exercised is to will be registered in a name issued (other than that fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in which this Warrant Certificate is registeredlieu thereof, an adjustment in cash will be made based on the signature above must be guaranteedmarket price of the Preferred Shares on the last trading day prior to the date of exercise.

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ shares of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, Common Stock and herewith tenders payment for such shares to the order of Centennial Communications Corp.: (check item) _____ by tendering cash or by certified or official bank check payable to the Company; _____ by tendering Notes having an aggregate principal amount at the time of tender, plus accrued and unpaid interest, if any, thereon, to the date of exercise (or is concurrently tenderingif such exercise occurs prior to the Full Accretion Date, an Accreted Value on the date of exercise) payment in equal to the amount Exercise Price; _____ by tendering Warrants having a fair market value equal to the Exercise Price; or _____ by tendering a combination of $1.00 for each such Warrant Share in an amount determined cash, Notes and Warrants, in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing for such Warrant Shares shares be registered in the name of _______________________________, a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: is ______________________________________ and that such certificate shares be delivered to ________________, not a U.S. Person, and ________________ whose address is:is ________________________________. If said number of Class A Warrants shares is less than all of the number shares of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant AgreementCommon Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing representing the number remaining balance of Class A Warrants evidenced by this Warrant Certificate that are not being exercised such shares be registered in the name of _____________________, not a U.S. Person and whose address is: is ______________________ , and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: is ______________________ Dated: Name of Holder of Warrant Certificate. Date: ____________________ Your Signature: ---------------------- (Sign exactly as your name appears on the face of this Warrant) Signature Guarantee*: ------------------------------ A-7 * Participant in a recognized Signature Guarantee Medallion Program. SCHEDULE OF EXCHANGES OF DEFINITIVE WARRANTS"/1/ --------------------------------------------- The following exchanges of a part of this Global Warrant for Definitive Warrants have been made: Number of Amount of Amount of Warrants in this decrease in increase in Global Warrant Number of Number of following such Signature of Warrants in this Warrants in this decrease or authorized Global Warrant Global Warrant increase officer of Date of Exchange Warrant Agent -------------------------------------------------------------------------------------------------- -------------------------------- 2. This is to be included only if the Warrant is in global form. EXHIBIT B CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF WARRANTS Re: _____ Warrants to Purchase Common Stock (the "Warrants") of CENTENNIAL COMMUNICATIONS CORP. This Certificate relates to _____ Warrants held in * ________ book-entry or * ________ definitive form by _________ (the "Transferor") and such Warrants to be exchanged or transferred will be held in * ________ book-entry or * ________ definitive form by the transferee. The Transferor*: has requested the Warrant Agent by written order to deliver in exchange for its beneficial interest in the Global Warrants held by the depositary a Warrant or Warrants in definitive form equal to its beneficial interest in such Global Warrant (or the portion thereof indicated above); or [_] has requested the Warrant Agent by written order to exchange or register the transfer of a Warrant or Warrants; and [_] In connection with such request and in respect of each such Warrant, the Transferor does hereby certify that the Transferor is familiar with the Warrant Agreement relating to the above captioned Warrants and that the transfer of this Warrant does not require registration under the Securities Act of 1933, as amended (the "Securities Act") because: [_] Such Warrant is being acquired for the Transferor's own account without transfer (in satisfaction of Section 5 of the Warrant Agreement). [_] Such Warrant is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A. [_] Such Warrant is being transferred pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act (and based on an opinion of counsel if the Company so requests). [_] Such Warrant is being transferred (i) in accordance with Rule 144 under the Securities Act (and based on an opinion of counsel if the Company so requests) or (ii) pursuant to an effective registration statement under the Securities Act. [_] Such Warrant is being transferred to an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (together with a certification). ________ * Check applicable box(es). Such Warrant is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an opinion of counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: ______________________ (Please Print Name and Title, if applicable) _______________ Date: ________ Address: ______________________ Signature: ______________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed* Check applicable box(es).

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise the Rights Certificate) To Abraxas Petroleum Corporation: The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ________________ Rights represented by the attached Warrant this Rights Certificate to purchase Warrant Shares, the one ten−thousandths of a Preferred Share or other securities issuable upon the exercise of such Rights and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing certificates for such Warrant Shares securities be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isdelivered to: Please insert social security or other identifying number: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: _ ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Titleaddress) If such number of Rights is not all the Rights evidenced by this Rights Certificate, if applicable) a new Rights Certificate for the balance remaining of such Rights will be registered in the name of and delivered to: Please insert social security or other identifying number: _______________________________ Address: ______________________________________________________________________________ (Please print name and address) Dated: ___________, __________________ Signature: __________________________ NoteSignature(s) Guaranteed: SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO SEC RULE 17Ad−15. _________________ The above signature must correspond with undersigned hereby certifies that the name Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as written defined in the first sentence of Rights Agreement). Signature______________________ 5705655v.4 CERTIFICATE The undersigned hereby certifies by checking the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.appropriate boxes that:

FORM OF ELECTION TO PURCHASE. (To be executed if registered holder desires to exercise the Rights represented by this Right Certificate.) To Xxxxxxxx Offshore Services, Inc.: The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ___________ Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, the shares of Preferred Stock issuable upon the exercise of such Rights and herewith tenders requests that certificates for such share(s) of Preferred Stock (or is concurrently tenderingsuch other securities) payment be issued in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isname: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _______________________________________ (Please insert social security or other identifying number) _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, not a U.S. Person new Right Certificate for the balance remaining of such Rights shall be registered in the name of and whose address isdelivered to: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person _____________________________________ (Please insert social security or other identifying number) _______________________________________________________________________________ (Please print name and whose address is: address) _______________________________________________________________________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: , ______________________ (Please Print Name and Title. ---------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, if applicable) ______________________ Address: ______________________ Signature: ______________________ Note: a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. NOTICE The above signature to the foregoing Form of Election must correspond with to the name as written in upon the first sentence face of the attached Warrant this Right Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE RIGHTS AGREEMENT (DEFINED BELOW), RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BE NULL AND VOID AND MAY NOT BE TRANSFERRED TO ANY PERSON. XXXXXXXX OFFSHORE SERVICES, INC. SUMMARY OF RIGHTS TO PURCHASE STOCK On June 18, 2003, the Board of Directors of Xxxxxxxx Offshore Services, Inc. (the "Company") declared a dividend on each outstanding share of common stock, $.01 par value per share (the "Common Stock") of one right to purchase (individually a "Right" and collectively the "Rights") Series A Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"). The dividend is payable as of June 18, 2003 (the "Record Date"), to stockholders of record on that date. Each Right will, upon the occurrence of events, described below, that make it exercisable, entitle the registered holder to purchase from the Company one one-hundredth of one share of the Preferred Stock at a price of $75.00 (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (as amended from time to time, the "Rights Agreement") between the Company and Mellon Investor Services LLC as the rights agent (the "Rights Agent"). Initially, the Rights will be represented by all certificates representing outstanding shares of Common Stock and no separate certificates for the Rights will be distributed. The Rights will separate from the Common Stock on the Distribution Date, which is defined in the Rights Agreement as the earlier of (i) the tenth business day following the date of a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 10% or more of the Company's Common Stock (the date of the announcement of such acquisition being the "Stock Acquisition Date") or (ii) the tenth business day (or such later date as may be determined by the Board of Directors before the Distribution Date occurs) after the commencement or public announcement of a tender or exchange offer that would, if consummated, result in a person or group becoming an Acquiring Person, whether any purchases actually occur pursuant to such offer or not. The definition of Acquiring Person under the Rights Agreement excludes (A) the Company, (B) any subsidiary of the Company, (C) any employee benefit plan or employee stock plan of the Company or of any subsidiary of the Company or any person organized, appointed, established or holding Common Stock for or pursuant to the terms of any such plan, or (D) any person whose ownership of 10% or more of the Common Stock then outstanding results solely from (i) being a beneficial owner of 10% or more of the Common Stock at the effective date of the Rights Agreement or as a result of participation in the 2003 private offering by the Company of up to 9,000,000 shares of Common Stock at a price per share of $5.00, (ii) any action or transaction approved by the Board of Directors before such person acquires such 10% beneficial ownership or (iii) a reduction in the number of issued and outstanding shares of Common Stock pursuant to a transaction or transactions approved by the Board of Directors. Any person excluded from becoming an Acquiring Person by reason of subclause (i), (ii) or (iii) above will nevertheless become an Acquiring Person if it acquires any additional shares of Common Stock (including as a result of the exercise of any applicable preemptive rights), unless upon consummation of the acquisition of additional shares of Common Stock such person does not (1) own 10% or more of the Common Stock then outstanding or (2) own a greater percentage of the Common Stock outstanding following the later of such acquisition or the consummation of the offering pursuant to which such acquisition was made than such person owned before such acquisition for any reason other than a rounding of the shares acquired to the nearest whole number that would avoid odd lots of fewer than 100 shares. The Rights Agreement provides that, until the Distribution Date, the Rights will be represented by and transferred with, and only with, the shares of Common Stock. Until the Distribution Date or earlier redemption, exchange, expiration or termination of the Rights, new certificates representing shares of Common Stock issued after the Record Date will contain a legend incorporating the Rights Agreement by reference and the surrender for transfer of any certificates representing shares of Common Stock outstanding as of the Record Date, with or without a copy of this Summary of Rights, will constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. The Rights will separate from the Common Stock upon the occurrence of the Distribution Date, and as soon as practicable following the Distribution Date, separate certificates evidencing the Rights will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date. From and after the Distribution Date, such separate certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on June 17, 2013 unless earlier redeemed or exchanged by the Company or unless they are terminated, in each case as described below. The Purchase Price payable and the number of shares of Preferred Stock or other securities, including without limitation Common Stock, or property issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of shares of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock or securities convertible into Preferred Stock at less than the Current Market Price (as such term is defined in the Rights Agreement) or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights is also subject to certain adjustments from time to time in the event of, among other things, a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock, or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, before the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $1.00 per share but will also be entitled to an aggregate dividend of 100 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Stock will be entitled to a minimum preferential liquidation payment of $100.00 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate payment of 100 times the payment made per share of Common Stock. Each share of Preferred Stock will have 100 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 100 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-hundredth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. If a person becomes an Acquiring Person (a "Flip-In Event") in a manner other than pursuant to a tender or exchange offer for all outstanding shares of Common Stock at a price and on terms that a majority of the members of the Board of Directors determines to be fair to and in the best interests of the Company and its stockholders (a "Permitted Offer"), each holder of a Right who is not an Acquiring Person or related thereto as specified in the Rights Agreement will, if the certificate evidencing Rights are not earlier redeemed, thereafter have the Warrant Shares right to receive, upon exercise of such Right and payment of the Purchase Price, one one-hundredth of a share of Preferred Stock (or, in certain circumstances, Common Stock, cash, property or other securities). If, at any Warrant Certificate representing Class time on or after a Stock Acquisition Date (i) the Company is acquired in a merger or other business combination transaction (in which any shares of Common Stock are changed into or exchanged for other securities or assets) other than certain mergers that follow a Permitted Offer or (ii) 50% or more of the assets or earning power of the Company and its subsidiaries (taken as a whole) is sold or transferred in one or a series of related transactions (each of the events described in (i) and (ii) above being a "Flip-Over Event"), each holder of a Right (except Rights that have previously been voided) will thereafter have the right to receive, upon exercise of such Right and payment of the Purchase Price, that number of shares of common stock of the acquiring company having a market value at the time of such transaction equal to two times the Purchase Price. Fractions of shares of Preferred Stock (other than integral multiples of one one-hundredth of a share) which would otherwise be issued upon exercise or redemption of the Rights may, at the election of the Company, be evidenced by depositary receipts. The Rights Agreement also provides that the Company may pay cash in lieu of fractional shares. At any time on or before the close of business on the tenth business day following a Stock Acquisition Date (or such later date as may be authorized by the Board of Directors), the Company may redeem the Rights in whole, but not in part, at a price of $.00l per Right (the "Redemption Price"), payable at the election of the Company in cash or shares of Common Stock. Immediately upon the action of the Board of Directors of the Company authorizing redemption of the Rights and without any further action or notice, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. After the occurrence of a Flip-In Event and before a person becomes the beneficial owner of 50% or more of the Common Stock then outstanding, the Company may, if authorized by the Board of Directors, exchange the Rights (other than Rights owned by an Acquiring Person or an affiliate or an associate of an Acquiring Person, which will have become void), in whole or in part, at an exchange ratio per Right of one share of Common Stock, and/or other equity securities deemed to have the same value as one share of Common Stock, subject to adjustment. During any such time as the Rights are redeemable, the Company may amend the Rights in any manner, including without limitation an amendment to extend the time period during which the Rights may be redeemed, except that the Company may not, during such time, amend the Rights to decrease the Redemption Price or move forward the expiration date of the Rights. During any such time as the Rights are not redeemable, the Company may amend the Rights Agreement (a) to cure any ambiguity, defect, or inconsistency, (b) to make changes that do not materially adversely affect the interests of holders of the Rights (excluding the interests of any Acquiring Person), or (c) to shorten or lengthen any time period under the Rights Agreement, except that the Company may not amend the Rights Agreement to lengthen the time period governing redemption during any such time as the rights are not redeemable. Until a Right is exercised, the holder thereof, as such, will not have any rights as a shareholder of the Company, including without limitation the right to vote or to receive dividends. Notwithstanding the foregoing description, the Company has reserved the right in the Rights Agreement to make changes to any or all of the terms of the Rights, if before the Distribution Date the Company consummates an underwritten initial public offering of its Common Stock. A Warrants copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not exercised is purport to be registered complete and is qualified in a name other than that its entirety by reference to the Rights Agreement, which is incorporated in which this Warrant Certificate is registered, the signature above must be guaranteedsummary description herein by reference.

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects to exercise __________of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share Shares in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: ___________,whose address is _________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:_is __________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, Certificate (as calculated pursuant to the Class A Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of __________________, not a U.S. Person and whose address is: ___is ___________________ and that such Warrant Certificate be delivered to ___________, whose address is__________, not a U.S. Person and whose address is_______. Dated: ______________________ Dated: Name of Holder of Warrant Certificate: __________, ____________ ByName of holder of Warrant Certificate: ______________________ (Please Print Name and Title, if applicablePrint) ______________________ Address: ______________________ Federal Tax ID No.: Signature: ______________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.. Dated: ____________, ______

FORM OF ELECTION TO PURCHASE. (To Be Executed Upon Exercise of this Warrant) To BIO-AMERICAN CAPITAL CORP. The undersigned undersigned, the record holder of this Warrant (Warrant No. _____), hereby irrevocably elects to exercise the right, represented by this Warrant, to purchase ___________ of the Class A Warrants evidenced Warrant Shares and herewith either (xxxx only one of the following boxes): Tenders payment for such Warrant Shares to the order of BIO-AMERICAN CAPITAL CORP. of $_________ representing the full purchase price for such shares at the price per share provided for in such Warrant and the delivery of any applicable taxes payable by the attached Warrant Certificate undersigned pursuant to such Warrant. In lieu of paying the purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment price as provided in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with preceding paragraph, the terms undersigned elects to make a cashless exercise pursuant to Section 3(c) of the Class A Warrant Agreementattached Warrant. The undersigned requests that a certificate representing certificates for such Warrant Shares shares be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: _______________________________ PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ------------------------------- ------------------------------- ------------------------------- (Please print name and address) In the event that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number all of Class A Warrants is less than the number of Class A Warrants evidenced purchase rights represented by the Warrant Certificateare exercised, as calculated pursuant a new Warrant, substantially identical to the Class A attached Warrant, representing the rights formerly represented by the attached Warrant Agreementwhich have not been exercised, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised shall be registered issued in the name of _________________, not a U.S. Person and whose address isdelivered to ---------------------------------------------------- (Please print name) ------------------------------------------------------------ (Please print address) Dated: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ (Print): By: ________________________________ (Please Print Name and Title, if applicable) Name): ____________________________ Address(Title): _____________________________ FORM OF ASSIGNMENT FOR VALUE RECEIVED, _______________________ hereby sells, assigns and transfers to each assignee set forth below all of the rights of the undersigned under the attached Warrant (Warrant No. _____) with respect to the number of shares of Common Stock covered thereby set forth opposite the name of such assignee unto: Name of Assignee Address Number of Shares of ---------------- ------- Common Stock ------------ If the total of said purchase rights represented by the Warrant shall not be assigned, the undersigned requests that a new Warrant Certificate evidencing the purchase rights not so assigned be issued in the name of and delivered to the undersigned. Dated: _______________ Name of Holder (Print): By: ________________________________ Signature: (Name): ____________________________ Note: The above signature must correspond with the name as written in the first sentence of the attached Warrant Certificate in every particular, without alteration or enlargement or any change whatever, and if the certificate evidencing the Warrant Shares or any Warrant Certificate representing Class A Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, the signature above must be guaranteed.(Title): _____________________________

FORM OF ELECTION TO PURCHASE. The undersigned hereby irrevocably elects (To be executed if holder desires to exercise of the Class A Warrants evidenced Rights represented by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tenderingRight Certificate.) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms of the Class A Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address is: To:____________________________ and that such certificate be delivered The undersigned hereby irrevocably elects to exercise ________________, not a U.S. Person, _ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and whose address isrequests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Title, if applicableaddress) _______________________________________________ AddressIf such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number:_________________________________________________ ________________________________________________ (Please print name and address) ________________________________________________ Dated:_______________________________ Signature: _____________________________ NoteSignature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Certificate The above undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). After due inquiry and to the best knowledge of the undersigned, the Rights evidenced by this Right Certificate were not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof. Dated:_______________________________ Signature____________________________ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must correspond with conform to the name as written in upon the first sentence face of the attached Warrant this Right Certificate in every particular, without alteration or enlargement or any change whateverwhatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and if the certificate evidencing Rights Agent will deem the Warrant Shares or any Warrant beneficial owner of the Rights evidenced by this Right Certificate representing Class A Warrants not exercised is to be registered an Acquiring Person or an Affiliate or Associate thereof (as defined in a name other than that in which this Warrant Certificate is registered, the signature above must Rights Agreement) and such Assignment or Election to Purchase will not be guaranteed.honored. Exhibit C

FORM OF ELECTION TO PURCHASE. (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) To: Delta Apparel, Inc.: The undersigned hereby irrevocably elects to exercise of the Class A Warrants evidenced ____________ Rights represented by the attached Warrant this Right Certificate to purchase Warrant Shares, and herewith tenders the shares of Common Stock issuable upon the exercise of the Rights (or is concurrently tendering) payment in the amount of $1.00 for each such Warrant Share in an amount determined in accordance with the terms other securities of the Class A Warrant Agreement. The undersigned Company or of any other person which may be issuable upon the exercise of the Rights) and requests that a certificate representing certificates for such Warrant Shares shares be registered issued in the name of , a Person who is not a U.S. Person as that term is defined in Rule 902 of Regulation S, and whose address isof: ______________________ and that such certificate be delivered to ________________, not a U.S. Person, and whose address is:___________________. If said number of Class A Warrants is less than the number of Class A Warrants evidenced by the Warrant Certificate, as calculated pursuant to the Class A Warrant Agreement, the undersigned requests that a new Warrant Certificate evidencing the number of Class A Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of _________________, not a U.S. Person and whose address is: ______________________ and that such Warrant Certificate be delivered to _____________________, not a U.S. Person and whose address is: ______________________ Dated: Name of Holder of Warrant Certificate: ______________________ By: ______________________ (Please Print Name print name and Title, if applicableaddress) ___________________________________ Address(Please insert social security or other identifying number) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance of such Rights shall be registered in the name of and delivered to: ______________________ Signature: _________________________________________________________ Note(Please print name and address) ___________________________________ (Please insert social security or other identifying number) Dated: ____________, 20___ ____________________________________ Signature Signature Guaranteed:______________________ Exhibit B DELTA APPAREL, INC. SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On January 20, 2000, the Board of Directors of Delta Apparel, Inc. (the "Company") declared a dividend distribution of one Common Stock Purchase Right for each outstanding share of Common Stock of the Company to stockholders of record at the close of business on January 20, 2000. Each Right entitles the registered holder to purchase from the Company one quarter share of Common Stock, $0.01 par value per share (the "Common Stock"), at a cash exercise price of $20.00 per quarter share, subject to adjustment. The above signature must correspond description and terms of the Rights are set forth in a Shareholder Rights Agreement between the Company and First Union National Bank, as Rights Agent. Initially, the Rights will not be exercisable, will be attached to all outstanding shares of Common Stock, and no separate Right Certificates will be distributed. The Rights will separate from the Common Stock and a Distribution Date will occur upon the earliest of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") (other than an Exempt Person as defined in the Agreement) has acquired beneficial ownership of 20% or more of the outstanding shares of Common Stock (the date of said announcement being referred to as the "Share Acquisition Date") and (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a Person or group owning 20% or more of the outstanding shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), (a) the Rights will be evidenced by the Common Stock certificates and will be transferred only with such Common Stock certificates, (b) new Common Stock certificates issued after January 20, 2000 will contain a notation incorporating the Shareholder Rights Agreement by reference, and (c) the surrender for transfer of any certificates for Common Stock will also constitute the transfer of the Rights associated with the name Common Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on January 20, 2010 unless previously redeemed by the Company as written described below. As soon as practicable after the Distribution Date, Right Certificates will be mailed to holders of record of Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that (i) a Person acquires beneficial ownership of 20% or more of the Company's Common Stock, (ii) the Company is the surviving corporation in a merger with an Acquiring Person or any Affiliate or Associate of an Acquiring Person and the Common Stock is not changed or exchanged, (iii) an Acquiring Person engages in one of a number of self-dealing transactions specified in the first sentence Shareholder Rights Agreement, or (iv) an event occurs that results in an Acquiring Person's ownership interest being increased by more than 1%, proper provision will be made so that each holder of a Right will thereafter have the right to receive upon exercise thereof at the then current exercise price, that number of shares of Common Stock (or in certain circumstances, cash, property, or other securities of the attached Warrant Certificate Company) having a market value of two times such exercise price. However, the Rights are not exercisable following the occurrence of any of the events set forth above until the time the Rights are no longer redeemable as set forth below. Notwithstanding any of the foregoing, upon any of the events set forth above, rights that are or were beneficially owned by an Acquiring Person shall become null and void. In the event that, at any time following the Share Acquisition Date, (i) the Company is acquired in every particulara merger or other business combination transaction or (ii) 50% or more of the Company's assets or earning power is sold, without alteration each holder of a Right shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the exercise price of the Right. At any time after any person becomes an Acquiring Person and prior to such the time such Person, together with its Affiliates and Associates, becomes the Beneficial Owner of 50% or enlargement more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights that have become void), in whole or any change whateverin part, at the exchange rate of one quarter share of Common Stock per Right, subject to adjustment as provided in the Rights Agreement. The exercise price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) if all holders of the certificate evidencing Common Stock are granted certain rights or warrants to subscribe for Common Stock or securities convertible into Common Stock at less than the Warrant Shares current market price of the Common Stock, or any Warrant Certificate representing Class A Warrants not exercised is (iii) upon the distribution to be registered in a name all holders of the Common Stock of evidence of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least 1% of the exercise price. No fractional shares of Common Stock will be issued upon exercise of a Right and, in lieu thereof, a payment , in cash will be made based on the fair market value of the Common Stock on the last trading date prior to the date of exercise. The Rights may be redeemed in whole, but not in part, at a price of $.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors) by the Board of Directors at any time prior to the close of business on the tenth day after the Share Acquisition Date or the final expiration Date of the Rights (whichever is earlier); provided that in which this Warrant Certificate is registeredunder certain circumstances, the signature above must Rights may not be guaranteedredeemed unless there are Disinterested Directors in office and such redemption is approved by a majority of such Disinterested Directors. After the redemption period has expired, the Company's right of redemption may be reinstated upon the approval of the Board of Directors if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in transaction or series of transactions not involving the Company and there are no other Acquiring Persons. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price.