Common use of Grant and Period Clause in Contracts

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597) (the "Registration Statement") and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from the Effective Date) (the "Purchase Date") and expiring at 5:00 New York time on _______________, 2003, (four years after the Purchase Date) (the "Expiration Time"), up to 120,000 Shares at an initial exercise price (subject to adjustment as provided in Article 8) of $6.00 per share (120% of the Common Stock IPO Price) (the "Share Exercise Price"), up to 240,000 Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 per warrant (120% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Price) (collectively, the "Underlying Warrant Exercise Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") during the four year period commencing on the Purchase Date and ending on the Expiration Time. Except as specifically otherwise provided herein, the Shares, the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Shares, the Underlying Warrants, and the Underlying Warrant Shares, as more fully described in paragraph Article 7 of this Representative's Warrant Agreement. In the event of any extension of the expiration date or reduction of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five years from the Effective Date.

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-3859715567) (the "Registration Statement") and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on ____________April ___, 1998 1997 (the "Effective Date"). This Agreement, relating to the purchase of the Representative Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, in connection with the Public Offering. Pursuant to the Representative Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period of time commencing December 31at 8:30 A.M., New York local time, March __, 1998 (one year from 11 months after the date of issuance of the Representative's Warrants), and expiring at 5:30 P.M., New York local time, on April __, 1998 (12 months after the Effective Date) (); provided that, if such date shall fall on a weekend day or federal holiday, then the "Purchase Date") and expiring at 5:00 New York time on _______________, 2003, (four years after the Purchase Date) next following day which is not a weekend day or federal holiday (the "Expiration Time"), up to 120,000 Shares 59,500 Units at an initial exercise price (subject to adjustment as provided in Article 8) 7 hereof) of $6.00 9.90 per share Unit (120107% of the Common Stock IPO PricePublic Offering price of the Units) (the "Share Exercise Price"), up to 240,000 Underlying Warrants consisting of 120,000 Series A Warrants at an initial . The exercise price of each Underlying Warrant shall be $3.75 per share of Common Stock (subject to adjustment as provided in Article 8) of $.15 per warrant (120% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Price) (collectively, the "Underlying Warrant Exercise Price"), subject . The adjusted exercise price shall be the price which shall result from time to time from any and all adjustments of the terms and conditions initial exercise price in accordance with the provisions of this AgreementSection 7 hereof. Each The Underlying Warrant is Warrants are exercisable to purchase one Underlying Warrant Share at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") during the four year sixty (60) day period commencing on one (1) year following the Purchase Effective Date and ending on in accordance with the Expiration TimeWarrant Agreement. Except as specifically otherwise provided herein, the Shares, Underlying Common Stock and the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the SharesRepresentative Warrants, the Underlying Common Stock, the Underlying Warrants, and the shares of Common Stock underlying the Underlying Warrant SharesWarrants, as more fully described in paragraph Article 7 Section 6 of this Representative's Warrant Agreement. In the event of any extension of the expiration date or reduction of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597333-______) (the "Registration Statement") and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 (the "Effective Date"). This Agreement, relating to the purchase of the Representative's Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, in connection with the Public Offering. Pursuant to the Representative's Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from the Effective Date) (the "Purchase Date") Date and expiring at 5:00 New York time on _______________, 2003, four (four 4) years after the Purchase Date) thereafter (the "Expiration Time"), up to 120,000 Shares Units at an initial exercise price (subject to adjustment as provided in Article 8) 8 hereof) of $6.00 6.15 per share (120% of the Common Stock IPO Price) (the "Share Unit Exercise Price"), up to 240,000 Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 per warrant (120% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Price) (collectively, the "Underlying Warrant Exercise Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share (1) share of Common Stock at (subject to adjustment as provided in Article 8) at the IPO Warrant Price $7.50 (the "Underlying Warrant Share Exercise Price") per Underlying Warrant during the four (4) year period commencing on one year from the Purchase Date and ending on the Expiration TimeEffective Date. Except as specifically otherwise provided herein, the Representative's Units, the Shares, the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering Company's public offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Units, the Shares, the Underlying Warrants, and the Underlying Warrant Shares, as more fully described in paragraph Article 7 of this Representative's Warrant Agreement. In the event of any extension of the expiration date or reduction of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597333-________) (the "Registration Statement") and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 ________ (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, Agreement is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative Representative of the Underwriters, in connection with the Public Offering. Pursuant to the Representative Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31______, 1998 (one year from the Effective Date) (the "Purchase Date") and expiring at 5:00 New York time on _______________, 2003, (four years after the Purchase Date) (the "Expiration Time"), up to 120,000 Shares 200,000 Units at an initial exercise price (subject to adjustment as provided in Article 8) of $6.00 6.225 per share Unit (120% of the Common Stock IPO Initial Public Offering Price) (the "Share Exercise Price"), up to 240,000 Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 per warrant (120% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Price) (collectively, the "Underlying Warrant Unit Exercise Price"), subject to the terms and conditions of this Agreement. Each Underlying Representative's Warrant is exercisable to purchase one Underlying Warrant Share Unit at an initial exercise price (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") during the four year period commencing on the Purchase Date and ending on the Expiration Time. Except as specifically otherwise provided herein, the Units, the Underlying Shares, the Underlying shares underlying Series A Warrants and the Underlying Warrant Shares underlying Series B Warrants constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Shares, the Underlying Warrants, and the Underlying Warrant Shares, as more fully described in paragraph Article 7 of this Representative's Warrant Agreement. In the event of any extension of the expiration date or reduction of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five years from the Effective Date.

Grant and Period. The above recitals are true and correct. The Public Offering has been registered under a Registration Statement on Form SB-2 S-1 (File No. 333-38597) (the "Registration Statement"09951) and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, Underwriter in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from on the Effective Date) (the "Purchase Date") Date and expiring at 5:00 New York time on _______________, 2003, five (four 5) years after the Purchase Date) thereafter (the "Expiration Time"), up to 120,000 200,000 Shares at an initial exercise price (subject to adjustment as provided in Article 8) 8 hereof) of $6.00 8.25 per share (120165% of the Common Stock IPO Pricepublic offering price) (the "Share Exercise Price"), up to 240,000 and/or 250,000 non-redeemable Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 .20625 per warrant (120165% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Pricepublic offering price) (collectively, the "Underlying Warrant Exercise Price" or "Purchase Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share (1) share of Common Stock at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") $8.25 per share during the four five (5) year period commencing on the Purchase Date and ending on the Expiration TimeEffective Date. Except as specifically otherwise provided herein, the Shares, Shares and the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering Company's public offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Warrants, the Shares, the Underlying Warrants, and the shares of Common Stock underlying the Underlying Warrant SharesWarrants, as more fully described in paragraph Article 7 seven (7) of this RepresentativeUnderwriter's Warrant Agreement. In the event of any extension or change of the expiration date or reduction or change of the exercise price of the Public Warrants, the same such changes expiration date and percentage price change to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-3859723023) (the "Registration Statement") and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 1997 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from the Effective Date) (the "Purchase Date") Date and expiring at 5:00 New York time on _______________, 2003, four (four 4) years after the Purchase Date) thereafter (the "Expiration Time"), up to 120,000 100,000 Shares at an initial exercise price (subject to adjustment as provided in Article 8) 8 hereof) of $6.00 ____ per share (120% of the Common Stock IPO Price) (the "Share Exercise Price"), up to 240,000 and/or 100,000 Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 ____ per warrant (120% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Price) (collectively, the "Underlying Warrant Exercise Purchase Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share (1) share of Common Stock at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") $____ per share during the four (4) year period commencing on one year from the Purchase Date and ending on the Expiration TimeEffective Date. Except as specifically otherwise provided herein, the Shares, Shares and the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering Company's public offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Shares, the Underlying Warrants, and the shares of Common Stock underlying the Underlying Warrant SharesWarrants, as more fully described in paragraph Article 7 of this Representative's Warrant Agreement. In the event of any extension of the expiration date or reduction of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.

Grant and Period. The above recitals are true and correct. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597) (the "Registration Statement"________) and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, Underwriter in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from on the Effective Date) (the "Purchase Date") Date and expiring at 5:00 New York time on _______________, 2003, five (four 5) years after the Purchase Date) thereafter (the "Expiration Time"), up to 120,000 150,000 Shares at an initial exercise price (subject to adjustment as provided in Article 8) 8 hereof) of $6.00 8.00 per share (120160% of the Common Stock IPO Pricepublic offering price) (the "Share Exercise Price"), up to 240,000 and/or 200,000 non-redeemable Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 .20 per warrant (120160% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Pricepublic offering price) (collectively, the "Underlying Warrant Exercise Price" or "Purchase Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share (1) share of Common Stock at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") $8.00 per share during the four five (5) year period commencing on the Purchase Date and ending on the Expiration TimeEffective Date. Except as specifically otherwise provided herein, the Shares, Shares and the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering Company's public offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Warrants, the Shares, the Underlying Warrants, and the shares of Common Stock underlying the Underlying Warrant SharesWarrants, as more fully described in paragraph Article 7 seven (7) of this RepresentativeUnderwriter's Warrant Agreement. In the event of any extension or change of the expiration date or reduction or change of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.

Grant and Period. The above recitals are true and correct. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597) (the "Registration Statement"_________) and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 1999 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, Underwriter in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from on the Effective Date) (the "Purchase Date") Date and expiring at 5:00 New York time on _______________, 2003, five (four 5) years after the Purchase Date) thereafter (the "Expiration Time"), up to 120,000 100,000 Shares at an initial exercise price (subject to adjustment as provided in Article 8) 8 hereof) of $6.00 9.00 per share (120150% of the Common Stock IPO Pricepublic offering price) (the "Share Exercise Price" or "), up to 240,000 Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 per warrant (120% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Price) (collectively, the "Underlying Warrant Exercise Purchase Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") during the four year period commencing on the Purchase Date and ending on the Expiration Time. Except as specifically otherwise provided herein, the Shares, the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Shares, the Underlying Warrants, Warrants and the Underlying Warrant Shares, as more fully described in paragraph Article 7 seven (7) of this RepresentativeUnderwriter's Warrant Agreement. In the event of any extension of the expiration date or reduction of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five years from the Effective Date.

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597333-______) (the "Registration Statement") and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, Agreement is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from the Effective Date) (the "Purchase Date") Date and expiring at 5:00 New York time on _______________, 2003, four (four 4) years after the Purchase Date) thereafter (the "Expiration Time"), up to 120,000 Shares at an initial exercise price (subject to adjustment as provided in Article 8) 8 hereof) of $6.00 ____ per share (120% of the Common Stock IPO Price) (the "Share Exercise Price"), up to 240,000 ) and/or 120,000 Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 per warrant (120% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Price) (collectively, the "Underlying Warrant Exercise Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share (1) share of Common Stock at $____ (subject to adjustment as provided in Article 8) at 150% of the Common Stock IPO Warrant Price (the "Underlying Warrant Share Exercise Price") per share during the four (4) year period commencing on one year from the Purchase Date and ending on the Expiration TimeEffective Date. Except as specifically otherwise provided herein, the Shares, the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering Company's public offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Shares, the Underlying Warrants, and the Underlying Warrant Shares, as more fully described in paragraph Article 7 of this Representative's Warrant Agreement. In the event of any extension of the expiration date or reduction of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-3859728237) (the "Registration Statement") and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on __________________, 1998 1997 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, is entered into pursuant to the 2 Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31_____________, 1998 (one year from the Effective Date) (the "Purchase Date") and expiring at 5:00 New York time Time on _______________, 20032002, (four years after the Purchase Date) (the "Expiration Time"), up to 120,000 185,000 Shares at an initial exercise price (subject to adjustment as provided in Article 8) of $6.00 per share (120% of the Common Stock IPO Price) (the "Share Exercise Price"), ) and up to 240,000 185,000 Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 per warrant (120% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Price) (collectively, the "Underlying Warrant Exercise Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share at an initial exercise price (subject to adjustment as provided in Article 8) at $7.50 per share (150% of the Common Stock IPO Warrant Price Price) (the "Underlying Warrant Share Exercise Price") during the four year period commencing on the Purchase Date and ending on the Expiration Time. Except as specifically otherwise provided herein, the Shares, the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Shares, the Underlying Warrants, and the Underlying Warrant Shares, as more fully described in paragraph Article 7 of this Representative's Warrant Agreement. In the event of any extension of the expiration date or reduction of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five years from the Effective Date.

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 S-1 (File No. 333-38597________________) (the "Registration Statement") and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on ______________, 199_, 1998 _ (the "Effective Date"). This Agreement, relating to the purchase of the Representative's Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, in connection with the Public Offering. Pursuant to the Representative's Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31__________, 1998 199__ (one year from the Effective date of the final prospectus (the "Prospectus Date") relating to the Public Offering (the "Purchase Date") and expiring at 5:00 New York time on ____________, 200___, 2003, (four years after the Purchase Date) (the "Expiration Time"), up to 120,000 Shares at 140,000 Units, an initial exercise price (subject to adjustment as provided in Article 8) of $6.00 6.15 per share Unit (120% of the Common Stock Unit IPO Price)(the "Unit Exercise Price) "), or $6.00 per Share (the "Share Exercise Price"), up to 240,000 Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of ) and $.15 per warrant (120% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Underlying Warrant (120% of the Warrant IPO Price) (collectively, the "Underlying Warrant Exercise Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share at (subject to adjustment as provided in Article 8) at the IPO Warrant Price exercise price (the "Underlying Warrant Share Exercise Price") during the four year period commencing on the Purchase Date and ending on the Expiration Time. Except as specifically otherwise provided herein, the Shares, the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Shares, the Underlying Warrants, and the Underlying Warrant Shares, as more fully described in paragraph Article 7 of this Representative's Warrant Agreement. In the event of any extension of the expiration date or reduction of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five four years from the Effective Purchase Date.

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597) (the "Registration Statement"__________) and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 1997 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, is entered 2 into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from on the Effective Date) (the "Purchase Date") Date and expiring at 5:00 New York time on _______________, 2003, five (four 5) years after the Purchase Date) thereafter (the "Expiration Time"), up to 120,000 200,000 Shares at an initial exercise price (subject to adjustment as provided in Article 8) 8 hereof) of $6.00 8.25 per share (120165% of the Common Stock IPO Pricepublic offering price) (the "Share Exercise Price"), up to 240,000 and/or 200,000 non-redeemable Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 .20625 per warrant (120165% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Pricepublic offering price) (collectively, the "Underlying Warrant Exercise Price" or "Purchase Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share (1) share of Common Stock at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") $8.25 per share during the four five (5) year period commencing on the Purchase Date and ending on the Expiration TimeEffective Date. Except as specifically otherwise provided herein, the Shares, Shares and the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering Company's public offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Warrants, the Shares, the Underlying Warrants, and the shares of Common Stock underlying the Underlying Warrant SharesWarrants, as more fully described in paragraph Article 7 seven (7) of this Representative's Warrant Agreement. In the event of any extension or change of the expiration date or reduction or change of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.

Grant and Period. The above recitals are true and correct. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597) (the "Registration Statement"_______) and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, Underwriter in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from on the Effective Date) (the "Purchase Date") Date and expiring at 5:00 New York time on _______________, 2003, five (four 5) years after the Purchase Date) thereafter (the "Expiration Time"), up to 120,000 Shares at an initial exercise price (subject to adjustment as provided in Article 8) 8 hereof) of $6.00 7.50 per share (120150% of the Common Stock IPO Pricepublic offering price) (the "Share Exercise Price"), up to 240,000 and/or 120,000 non-redeemable Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 .1875 per warrant (120150% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Pricepublic offering price) (collectively, the "Underlying Warrant Exercise Price" or "Purchase Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share (1) share of Common Stock at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") $7.50 per share during the four five (5) year period commencing on the Purchase Date and ending on the Expiration TimeEffective Date. Except as specifically otherwise provided herein, the Shares, Shares and the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering Company's public offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Warrants, the Shares, the Underlying Warrants, and the shares of Common Stock underlying the Underlying Warrant SharesWarrants, as more fully described in paragraph Article 7 seven (7) of this RepresentativeUnderwriter's Warrant Agreement. In the event of any extension or change of the expiration date or reduction or change of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.

Grant and Period. The above recitals are true and correct. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597) (the "Registration Statement"_________) and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 1999 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, Underwriter in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from on the Effective Date) (the "Purchase Date") Date and expiring at 5:00 New York time on _______________, 2003, five (four 5) years after the Purchase Date) thereafter (the "Expiration Time"), up to 120,000 175,000 Shares at an initial exercise price (subject to adjustment as provided in Article 8) 8 hereof) of $6.00 8.25 per share (120165% of the Common Stock IPO Pricepublic offering price) (the "Share Exercise Price"), up to 240,000 and/or 175,000 non-redeemable Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 .20625 per warrant (120165% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Pricepublic offering price) (collectively, the "Underlying Warrant Exercise Price" or "Purchase Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share (1) share of Common Stock at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") $8.25 per share during the four five (5) year period commencing on the Purchase Date and ending on the Expiration TimeEffective Date. Except as specifically otherwise provided herein, the Shares, Shares and the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering Company's public offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Warrants, the Shares, the Underlying Warrants, and the shares of Common Stock underlying the Underlying Warrant SharesWarrants, as more fully described in paragraph Article 7 seven (7) of this RepresentativeUnderwriter's Warrant Agreement. In the event of any extension or change of the expiration date or reduction or change of the exercise price of the Public Warrants, the same such changes expiration date and percentage price change to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.

Grant and Period. The above recitals are true and correct. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597) (the "Registration Statement"_________) and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 1999 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, Underwriter in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from on the Effective Date) (the "Purchase Date") Date and expiring at 5:00 New York time on _______________, 2003, five (four 5) years after the Purchase Date) thereafter (the "Expiration Time"), up to 120,000 Shares 65,000 Units at an initial exercise price (subject to adjustment as provided in Article 8) 8 hereof) of $6.00 14.50 per share Unit (120145% of the Common Stock IPO Pricepublic offering price) (the "Share Exercise Price" or "Purchaser Price"), up to 240,000 Underlying Warrants each Unit consisting of 120,000 Series A Warrants at an initial exercise price two (subject to adjustment as provided in Article 8) of $.15 per warrant 2) Shares and two (120% of the Warrant IPO Price2) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Price) (collectively, the "non-redeemable Underlying Warrant Exercise Price"), subject to the terms and conditions of this AgreementWarrants. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share (1) share of Common Stock at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") $6.00 per share during the four five (5) year period commencing on the Purchase Date and ending on the Expiration TimeEffective Date. Except as specifically otherwise provided herein, the SharesUnits, the Shares and the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering Company's public offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Warrants, the Units, the Shares, the Underlying Warrants, and the shares of Common Stock underlying the Underlying Warrant SharesWarrants, as more fully described in paragraph Article 7 seven (7) of this RepresentativeUnderwriter's Warrant Agreement. In the event of any extension or change of the expiration date or reduction or change of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.

Grant and Period. The above recitals are true and correct. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597) (the "Registration Statement"333-_____) and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 2000 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, Underwriter in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from on the Effective Date) (the "Purchase Date") Date and expiring at 5:00 New York time on _______________, 2003, five (four 5) years after the Purchase Date) thereafter (the "Expiration Time"), up to 120,000 160,000 Shares at an initial exercise price (subject to adjustment as provided in Article 8) 8 hereof) of $6.00 8.00 per share (120160% of the Common Stock IPO Pricepublic offering price) (the "Share Exercise Price"), up to 240,000 and/or 200,000 non-redeemable Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 .20 per warrant (120160% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Pricepublic offering price) (collectively, the "Underlying Warrant Exercise Price" or "Purchase Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying (1) share of Common Stock at $8.80 per share (160% of the Public Warrant Share at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price"exercise price) during the four five (5) year period commencing on the Purchase Date and ending on the Expiration TimeEffective Date. Except as specifically otherwise provided herein, the Shares, Shares and the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering Company's public offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Warrants, the Shares, the Underlying Warrants, and the shares of Common Stock underlying the Underlying Warrant SharesWarrants, as more fully described in paragraph Article 7 seven (7) of this RepresentativeUnderwriter's Warrant Agreement. In the event of any extension or change of the expiration date or reduction or change of the exercise price of the Public Warrants, the same such changes expiration date and percentage price change to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597________________) (the "Registration Statement") and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on ______________, 199_, 1998 _ (the "Effective Date"). This Agreement, relating to the purchase of the Representative's Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, in connection with the Public Offering. Pursuant to the Representative's Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31__________, 1998 199__ (one year from the Effective Closing Date) (the "Purchase Date") and expiring at 5:00 New York time on ____________, 200___, 2003, (four years after the Purchase Date) (the "Expiration Time"), up to 120,000 Shares at 140,000 Units, an initial exercise price (subject to adjustment as provided in Article 8) of $6.00 6.15 per share Unit (120% of the Common Stock Unit IPO Price)(the "Unit Exercise Price) "), or $6.00 per Share (the "Share Exercise Price"), up to 240,000 Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of ) and $.15 per warrant (120% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Underlying Warrant (120% of the Warrant IPO Price) (collectively, the "Underlying Warrant Exercise Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share at (subject to adjustment as provided in Article 8) at the IPO Warrant Price exercise price (the "Underlying Warrant Share Exercise Price") during the four year period commencing on the Purchase Date and ending on the Expiration Time. Except as specifically otherwise provided herein, the Shares, the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Shares, the Underlying Warrants, and the Underlying Warrant Shares, as more fully described in paragraph Article 7 of this Representative's Warrant Agreement. In the event of any extension of the expiration date or reduction of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five years from the Effective Date.

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597________________) (the "Registration Statement") and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on ______________, 199_, 1998 _ (the "Effective Date"). This Agreement, relating to the purchase of the Representative's Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, in connection with the Public Offering. Pursuant to the Representative's Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31__________, 1998 199__ (one year from the Effective closing date (the "Closing Date") of the Public Offering) (the "Purchase Date") and expiring at 5:00 New York time on ____________, 200___, 2003, (four years after the Purchase Date) (the "Expiration Time"), up to 120,000 Shares at 140,000 Units, an initial exercise price (subject to adjustment as provided in Article 8) of $6.00 6.15 per share Unit (120% of the Common Stock Unit IPO Price)(the "Unit Exercise Price) "), or $6.00 per Share (the "Share Exercise Price"), up to 240,000 Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of ) and $.15 per warrant (120% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Underlying Warrant (120% of the Warrant IPO Price) (collectively, the "Underlying Warrant Exercise Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share at (subject to adjustment as provided in Article 8) at the IPO Warrant Price exercise price (the "Underlying Warrant Share Exercise Price") during the four year period commencing on the Purchase Date and ending on the Expiration Time. Except as specifically otherwise provided herein, the Shares, the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Shares, the Underlying Warrants, and the Underlying Warrant Shares, as more fully described in paragraph Article 7 of this Representative's Warrant Agreement. In the event of any extension of the expiration date or reduction of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five four years from the Effective Purchase Date.

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597) (the "Registration Statement"_________) and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 1997 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from on the Effective Date) (the "Purchase Date") Date and expiring at 5:00 New York time on _______________, 2003, five (four 5) years after the Purchase Date) thereafter (the "Expiration Time"), up to 120,000 150,000 Shares at an initial exercise price (subject to adjustment as provided in Article 8) 8 hereof) of $6.00 per share (120150% of the Common Stock IPO Pricepublic offering price) (the "Share Exercise Price"), up to 240,000 and/or 300,000 non-redeemable Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 .28125 per warrant (120150% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Pricepublic offering price) (collectively, the "Underlying Warrant Exercise Price" or "Purchase Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share (1) share of Common Stock at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") $6.00 per share during the four five (5) year period commencing on the Purchase Date and ending on the Expiration TimeEffective Date. Except as specifically otherwise provided herein, the Shares, Shares and the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering Company's public offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Warrants, the Shares, the Underlying Warrants, and the shares of Common Stock underlying the Underlying Warrant SharesWarrants, as more fully described in paragraph Article 7 seven (7) of this Representative's Warrant Agreement. In the event of any extension or change of the expiration date or reduction or change of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-3859715567) (the "Registration Statement") and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on ____________April ___, 1998 1997 (the "Effective Date"). This Agreement, relating to the purchase of the Representative Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, in connection with the Public Offering. Pursuant to the Representative Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31on the Closing Date (as defined in the Underwriting Agreement), and expiring at 5:30 P.M., New York local time, on April __, 1998 (one year from 12 months after the Effective Date) (); provided that, if such date shall fall on a weekend day or federal holiday, then the "Purchase Date") and expiring at 5:00 New York time on _______________, 2003, (four years after the Purchase Date) next following day which is not a weekend day or federal holiday (the "Expiration Time"), up to 120,000 Shares 59,500 Units at an initial exercise price (subject to adjustment as provided in Article 8) 7 hereof) of $6.00 9.63 per share Unit (120107% of the Common Stock IPO PricePublic Offering price of the Units) (the "Share Exercise Price"), up to 240,000 Underlying Warrants consisting of 120,000 Series A Warrants at an initial . The exercise price of each Underlying Warrant shall be $4.00 per share of Common Stock (subject to adjustment as provided in Article 8) of $.15 per warrant (120% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Price) (collectively, the "Underlying Warrant Exercise Price"), subject . The adjusted exercise price shall be the price which shall result from time to time from any and all adjustments of the terms and conditions initial exercise price in accordance with the provisions of this AgreementSection 7 hereof. Each The Underlying Warrant is Warrants are exercisable to purchase one Underlying Warrant Share at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") during the four year sixty (60) day period commencing on one (1) year following the Purchase Effective Date and ending on in accordance with the Expiration TimeWarrant Agreement. Except as specifically otherwise provided herein, the Shares, Underlying Common Stock and the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the SharesRepresentative Warrants, the Underlying Common Stock, the Underlying Warrants, and the shares of Common Stock underlying the Underlying Warrant SharesWarrants, as more fully described in paragraph Article 7 Section 6 of this Representative's Warrant Agreement. In the event of any extension of the expiration date or reduction of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.

Grant and Period. The above recitals are true and correct. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597) (the "Registration Statement"_________) and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 1999 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, Underwriter in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from on the Effective Date) (the "Purchase Date") Date and expiring at 5:00 New York time on _______________, 2003, five (four 5) years after the Purchase Date) thereafter (the "Expiration Time"), up to 120,000 200,000 Shares at an initial exercise price (subject to adjustment as provided in Article 8) 8 hereof) of $6.00 8.25 per share (120165% of the Common Stock IPO Pricepublic offering price) (the "Share Exercise Price"), up to 240,000 and/or 200,000 non-redeemable Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 .20625 per warrant (120165% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Pricepublic offering price) (collectively, the "Underlying Warrant Exercise Price" or "Purchase Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share (1) share of Common Stock at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") $8.25 per share during the four five (5) year period commencing on the Purchase Date and ending on the Expiration TimeEffective Date. Except as specifically otherwise provided herein, the Shares, Shares and the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering Company's public offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Warrants, the Shares, the Underlying Warrants, and the shares of Common Stock underlying the Underlying Warrant SharesWarrants, as more fully described in paragraph Article 7 seven (7) of this RepresentativeUnderwriter's Warrant Agreement. In the event of any extension or change of the expiration date or reduction or change of the exercise price of the Public Warrants, the same such changes expiration date and percentage price change to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597________________) (the "Registration Statement") and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on ______________, 199_, 1998 _ (the "Effective Date"). This Agreement, relating to the purchase of the Representative's Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, in connection with the Public Offering. Pursuant to the Representative's Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four five year period commencing December 31__________, 1998 199__ (one year from the Effective Closing Date) (the "Purchase Date") and expiring at 5:00 New York time on _____________, 200__, 2003, (four five years after the Purchase Date) (the "Expiration Time"), up to 120,000 Shares at 140,000 Units, an initial exercise price (subject to adjustment as provided in Article 8) of $6.00 6.15 per share Unit (120% of the Common Stock Unit IPO Price)(the "Unit Exercise Price) "), or $6.00 per Share (the "Share Exercise Price"), up to 240,000 Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of ) and $.15 per warrant (120% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Underlying Warrant (120% of the Warrant IPO Price) (collectively, the "Underlying Warrant Exercise Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share at (subject to adjustment as provided in Article 8) at the IPO Warrant Price exercise price (the "Underlying Warrant Share Exercise Price") during the four five year period commencing on the Purchase Date and ending on the Expiration Time. Except as specifically otherwise provided herein, the Shares, the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Shares, the Underlying Warrants, and the Underlying Warrant Shares, as more fully described in paragraph Article 7 of this Representative's Warrant Agreement. In the event of any extension of the expiration date or reduction of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five years from the Effective Date.

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 33333-38597) (the "Registration Statement"90696) and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on ________________ , 1998 1996 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from on the Effective Date) (the "Purchase Date") Date and expiring at 5:00 New York time on _______________, 2003, five (four 5) years after the Purchase Date) thereafter (the "Expiration Time"), up to 120,000 Shares at an initial exercise price (subject to adjustment as provided in Article 8) 8 hereof) of $6.00 7.50 per share (120150% of the Common Stock IPO Pricepublic offering price) (the "Share Exercise Price"), up to 240,000 and/or 120,000 non-redeemable Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 .1875 per warrant (120150% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Pricepublic offering price) (collectively, the "Underlying Warrant Exercise Price" or "Purchase Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share (1) share of Common Stock at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") $7.50 per share during the four five (5) year period commencing on the Purchase Date and ending on the Expiration TimeEffective Date. Except as specifically otherwise provided herein, the Shares, Shares and the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering Company's public offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Warrants, the Shares, the Underlying Warrants, and the shares of Common Stock underlying the Underlying Warrant SharesWarrants, as more fully described in paragraph Article 7 seven (7) of this Representative's Warrant Agreement. In the event of any extension of the expiration date or reduction of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.

Grant and Period. The Public Offering has been registered under a Registration Statement on Form SB-2 (File No. 333-38597) (the "Registration Statement"3860) and declared effective by the Securities and Exchange Commission (the "SEC" or "Commission") on _______________, 1998 1997 (the "Effective Date"). This Agreement, relating to the purchase of the Warrants, is entered into pursuant to the Underwriting Agreement between the Company and the Representative, as representative of the Underwriters, in connection with the Public Offering. Pursuant to the Warrants, the Holders are hereby granted the right to purchase from the Company, at any time during the four year period commencing December 31, 1998 (one year from on the Effective Date) (the "Purchase Date") Date and expiring at 5:00 New York time on _______________, 2003, five (four 5) years after the Purchase Date) thereafter (the "Expiration Time"), up to 120,000 150,000 Shares at an initial exercise price (subject to adjustment as provided in Article 8) 8 hereof) of $6.00 8.25 per share (120165% of the Common Stock IPO Pricepublic offering price) (the "Share Exercise Price"), up to 240,000 and/or 225,000 non-redeemable Underlying Warrants consisting of 120,000 Series A Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.15 .20625 per warrant (120165% of the Warrant IPO Price) and 120,000 Series B Warrants at an initial exercise price (subject to adjustment as provided in Article 8) of $.075 per Warrant (120% of the Warrant IPO Pricepublic offering price) (collectively, the "Underlying Warrant Exercise Price" or "Purchase Price"), subject to the terms and conditions of this Agreement. Each Underlying Warrant is exercisable to purchase one Underlying Warrant Share (1) share of Common Stock at (subject to adjustment as provided in Article 8) at the IPO Warrant Price (the "Underlying Warrant Share Exercise Price") $8.25 per share during the four five (5) year period commencing on the Purchase Date and ending on the Expiration TimeEffective Date. Except as specifically otherwise provided herein, the Shares, Shares and the Underlying Warrants and the Underlying Warrant Shares constituting the Warrant Securities shall bear the same terms and conditions as such securities described under the caption "Description of Securities" in the Registration Statement, and as designated in the Company's Certificate Articles of Incorporation and any amendments thereto, and the Underlying Warrants shall be governed by the terms of the Warrant Agreement executed in connection with the Public Offering Company's public offering (the "Warrant Agreement"), except as provided herein, and the Holders shall have registration rights under the Securities Act of 1933, as amended (the "Act"), for the Warrants, the Shares, the Underlying Warrants, and the shares of Common Stock underlying the Underlying Warrant SharesWarrants, as more fully described in paragraph Article 7 seven (7) of this Representative's Warrant Agreement. In the event of any extension or charge of the expiration date or reduction or change of the exercise price of the Public Warrants, the same such changes to the Underlying Warrants shall be simultaneously effected, except that the Underlying Warrants shall expire no later than five (5) years from the Effective Date.