Common use of Procedure for Exercise of Warrant Clause in Contracts

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To Holder may exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), by delivering the Holder shall deliver following to the principal office of the Company at its office referred to in accordance with Section 14 hereof at any time and from time to time during the Term of this Warrant5.1 hereof: (i) the a duly executed Notice of Exercise in substantially the form attached heretoas Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrantpurchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6below) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 14 hereof5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder that hereof a number of whole shares of Common Stock computed using the following formula: CS X = WCS Y x (CMP-WP) CMP Where CS equals Where: X = the number of shares of Common Stock to be issued to the Holder WCS equals pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being requested to be exercised CMP = the Current Market Price (at as of the date of such calculation) CMP equals of one share of Common Stock WP = the Current Market Warrant Price (at as adjusted as of the date of such calculation) WP equals For purposes of this Warrant, the Warrant “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price (shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as adjusted of five business days immediately prior to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered indicated in the name Notice of Exercise (or if no reported sales took place on such day, the Holder or, subject to compliance with Section 7.2, last date on which any such other name or names as may be designated by the Holder, shall be delivered sales took place prior to the Holder hereof within a reasonable timedate of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, not exceeding fifteen (15) days, after the rights represented by this Warrant Current Market Price shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become be the holder average of record the closing bid and asked prices as of such shares on five business days immediately prior to the date on which of exercise indicated in the Holder Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall have complied with be the conditions for exercise fair market value of this Warrant set forth above, irrespective the Common Stock as of the date of delivery exercise, as determined in good faith by the Board of such certificate, except that, if the date of such compliance is a date when the stock transfer books Directors of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openCompany.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form of Exhibit A attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s 's account, or cancellation of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) ------------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 8 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Company has completed a Qualified Public Offering and the Current Market Price (as defined in Section 6below) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 8 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where Where: CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (exercised, at the date of such calculation) calculation CMP equals the Current Market Price (as defined below) at the date of such calculation) calculation WP equals the Warrant Price (as adjusted to the date of such calculation) In calculation As used herein, the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares Current Market Price of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, mean with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares each share of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.Stock:

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, ; (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s 's account, or cancellation evidence of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by purchased; (iii) an executed Stockholders Agreement in the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iiiiv) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names of permitted transferees under this Agreement as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, time after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied Warrant was surrendered (along with the conditions for exercise documentation required by this Section 3.1) and payment of this the Warrant set forth abovePrice and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company represents that the stock transfer books of the Company will not be closed so as to unreasonably interfere with the timely exercise of the Warrant by the Holder in accordance with the terms of the Warrant.

Procedure for Exercise of Warrant. To exercise this The Warrant may be exercised in --------------------------------- whole or in part (but not during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by Holder or by Holder's duly authorized attorney-in-fact, at the principal office of the Company or at such other office or agency in the United States as the Company may designate by notice in writing to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to accompanied by payment in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise full, in the form attached hereto, (ii) cash, bank cashier's check or certified or official bank check payable to the order of the Company, wire transfer of funds the Exercise Price payable in respect of the Warrant Shares being exercised. In addition to payments of the Exercise Price by cash or said checks, payment of the Exercise Price with respect to the Company’s accountWarrants being exercised may be made, or cancellation of any indebtedness in order of maturity at the option of the Holder, by the reduction in the principal amount of the Debenture (the "Debenture") issued to --------- the Holder pursuant to the Debenture Purchase Agreement, dated as of February 25, 1997, by and between the Company to and the Holder (the "Debenture Purchase ------------------ Agreement") (or any combination forgiveness of any accrued and unpaid interest thereon, whether --------- or not payment of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares such interest has been suspended pursuant to Section 3the provisions of such Debenture), and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price even during a period in which an Event of Default (as defined in Section 6the Debenture Purchase Agreement) has occurred and is greater than the Warrant Price (at the date of calculation, as set forth below)continuing under such Debenture, in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock an amount equal to the value (as determined below) of Exercise Price with respect to the Warrant being exercised; and in such a case, this Warrant shall be accompanied by said Debenture (or with the portion thereof being canceledpurchase form duly executed) which shall be substituted and replaced by surrender of this Warrant at a new Debenture identical in form and content to the office original Debenture except that principal amount shall be appropriately reduced to reflect the reduction in the principal amount applicable to the payment of the Company referred to in Section 14 hereof, together Exercise Price with the Notice of Exercise, in which event the Company shall issue respect to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion being exercised. If fewer than all of the Warrant is Shares are being exercised, the portion Company shall, upon exercise prior to the end of the Expiration Period, execute and deliver to the Holder a new certificate (dated the date hereof) evidencing the balance of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openShares that remain exercisable.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Preferred Stock), the Holder shall deliver to the Company at its office referred to in Section 14 11 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s 's account, or cancellation evidence of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) of one share of Common Stock is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 11 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Preferred Stock computed using the following formula: CS PS = WCS WPS x (CMP-WP) -------------- CMP Where CS PS equals the number of shares of Common Preferred Stock to be issued to the Holder WCS WPS equals the number of shares of Common Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price of one share of Common Stock (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Preferred Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Preferred Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Warrant was surrendered and payment of the conditions for exercise of this Warrant set forth abovePrice and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To Holder may exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), by delivering the Holder shall deliver following to the principal office of the Company at its office referred to in accordance with Section 14 hereof at any time and from time to time during the Term of this Warrant5.1 hereof: (ia) the a duly executed Notice of Exercise in substantially the form attached heretoas Schedule A, (iib) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (c) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrantpurchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permittedexercise, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 14 hereof5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder that hereof a number of whole shares of Common Stock computed using the following formula: CS X = WCS Y x (CMP-WP) CMP Where CS equals Where: X = the number of shares of Common Stock to be issued to the Holder WCS equals pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being requested to be exercised CMP = the Current Market Price (at as of the date of such calculation) CMP equals of one share of Common Stock WP = the Current Market Warrant Price (at as adjusted as of the date of such calculation) WP equals For purposes of this Warrant, the Warrant “Current Market Price” of one share of the Company’s Common Stock as of a particular date shall be determined as follows: (a) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange for the five (as adjusted 5) business days immediately prior to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered indicated in the name Notice of Exercise (or if no reported sales took place on such day, the Holder or, subject to compliance with Section 7.2, last date on which any such other name or names as may be designated by the Holder, shall be delivered sales took place prior to the Holder hereof within a reasonable timedate of exercise); (b) if traded over-the-counter but not on the Nasdaq Stock Market, not exceeding fifteen (15) days, after the rights represented by this Warrant Current Market Price shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become be the holder average of record of such shares on the closing bid and asked prices for the five (5) business days immediately prior to the date on which of exercise indicated in the Holder Notice of Exercise; and (c) if there is no active public market, the Current Market Price shall have complied with be the conditions for exercise fair market value of this Warrant set forth above, irrespective the Common Stock as of the date of delivery exercise, as determined in good faith by the Board of such certificate, except that, if the date of such compliance is a date when the stock transfer books Directors of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openCompany.

Procedure for Exercise of Warrant. To Holder may exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), by delivering the Holder shall deliver following to the principal office of the Company at its office referred to in accordance with Section 14 hereof at any time and from time to time during the Term of this Warrant5.1 hereof: (ia) the a duly executed Notice of Exercise in substantially the form attached heretoas Schedule A, (iib) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (c) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrantpurchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permittedexercise, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 14 hereof5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder that hereof a number of whole shares of Common Stock computed using the following formula: CS X = WCS Y x (CMP-WP) CMP Where CS equals Where: X = the number of shares of Common Stock to be issued to the Holder WCS equals pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being requested to be exercised CMP = the Current Market Price (at as of the date of such calculation) CMP equals of one share of Common Stock WP = the Current Market Warrant Price (at as adjusted as of the date of such calculation) WP equals For purposes of this Warrant, the Warrant “Current Market Price” of one share of the Company’s Common Stock as of a particular date shall be determined as follows: (a) if traded on a national securities exchange or through the Nasdaq SmallCap Market, the Current Market Price (shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as adjusted of five business days immediately prior to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered indicated in the name Notice of Exercise (or if no reported sales took place on such day, the Holder or, subject to compliance with Section 7.2, last date on which any such other name or names as may be designated by the Holder, shall be delivered sales took place prior to the Holder hereof within a reasonable timedate of exercise); (b) if traded over-the-counter but not on the Nasdaq SmallCap Market, not exceeding fifteen (15) days, after the rights represented by this Warrant Current Market Price shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become be the holder average of record the closing bid and asked prices as of such shares on five business days immediately prior to the date on which of exercise indicated in the Holder Notice of Exercise; and (c) if there is no active public market, the Current Market Price shall have complied with be the conditions for exercise fair market value of this Warrant set forth above, irrespective the Common Stock as of the date of delivery exercise, as determined in good faith by the Board of such certificate, except that, if the date of such compliance is a date when the stock transfer books Directors of the Company are closed, Company; provided that such person five trading day period shall be deemed to have become extended by the holder number of trading days during such shares at period on which trading in the close of business Company’s Common Stock is suspended, by, or not traded on the next succeeding date Nasdaq SmallCap Stock Market or a subsequent market on which the stock transfer books are openCommon Stock is then listed.

Procedure for Exercise of Warrant. To exercise this The Warrant may be exercised in whole or in part (but not during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by Holder or by Holder's duly authorized attorney-in-fact, at the principal office of the Company or at such other office or agency in the United States as the Company may designate by notice in writing to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to accompanied by payment in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise full, in the form attached hereto, (ii) cash, bank cashier's check or certified or official bank check payable to the order of the Company, wire transfer of funds the Exercise Price payable in respect of the Warrant Shares being exercised. In addition to payments of the Exercise Price by cash or said checks, payment of the Exercise Price with respect to the Company’s accountWarrants being exercised may be made, or cancellation of any indebtedness in order of maturity at the option of the Company Holder, by the reduction in the principal amount of the Debenture (the "Debenture") issued to the Holder pursuant to the Debenture Purchase Agreement, dated as of February 25, 1997, by and between the Company and the Holder (the "Debenture Purchase Agreement") (or any combination forgiveness of any accrued and unpaid interest thereon, whether or not payment of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares such interest has been suspended pursuant to Section 3the provisions of such Debenture), and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price even during a period in which an Event of Default (as defined in Section 6the Debenture Purchase Agreement) has occurred and is greater than the Warrant Price (at the date of calculation, as set forth below)continuing under such Debenture, in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock an amount equal to the value (as determined below) of Exercise Price with respect to the Warrant being exercised; and in such a case, this Warrant shall be accompanied by said Debenture (or with the portion thereof being canceledpurchase form duly executed) which shall be substituted and replaced by surrender of this Warrant at a new Debenture identical in form and content to the office original Debenture except that principal amount shall be appropriately reduced to reflect the reduction in the principal amount applicable to the payment of the Company referred to in Section 14 hereof, together Exercise Price with the Notice of Exercise, in which event the Company shall issue respect to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion being exercised. If fewer than all of the Warrant is Shares are being exercised, the portion Company shall, upon exercise prior to the end of the Expiration Period, execute and deliver to the Holder a new certificate (dated the date hereof) evidencing the balance of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openShares that remain exercisable.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 11 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form of Exhibit A attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) account in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.26.2, such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To Holder may exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), by delivering the Holder shall deliver following to the principal office of the Company at its office referred to in accordance with Section 14 hereof at any time and from time to time during the Term of this Warrant5.1 hereof: (ia) the a duly executed Notice of Exercise in substantially the form attached heretoas Schedule A, (iib) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (c) the original of this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrantpurchased. Notwithstanding any provisions herein to the contraryforegoing, except as set forth below, if the Current Market Price (as defined in Section 6below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permittedexercise, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 14 hereof5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder that hereof a number of whole shares of Common Stock computed using the following formula: CS X = WCS Y x (CMP-WP) CMP Where CS equals Where: X = the number of shares of Common Stock to be issued to the Holder WCS equals pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being requested to be exercised CMP = the Current Market Price (at as of the date of such calculation) CMP equals of one share of Common Stock WP = the Current Market Warrant Price (at as proportionally adjusted as of the date of such calculation) WP equals For purposes of this Warrant, the Warrant “Current Market Price” of one share of the Company’s Common Stock as of a particular date shall be determined as follows: (a) if traded on a national securities exchange or through the Nasdaq Capital Market, the Current Market Price (shall be the closing sale price of the Common Stock on such exchange or market as adjusted of the business day immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such calculationday, the last date on which any such sales took place prior to the date of exercise); (b) In if traded over-the-counter but not on the event of any exercise Nasdaq Capital Market, the Current Market Price shall be the closing bid price as of the rights represented business day immediately prior to the date of exercise indicated in the Notice of Exercise; (c) if traded in the “Pink Sheets” published by this Warrantthe National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), a certificate or certificates for the shares Current Market Price shall be the most recent bid price per share of the Common Stock so purchased, registered reported prior to the date of exercise indicated in the name Notice of Exercise; and (d) if there is no active public market, the Current Market Price shall be the fair market value of the Holder or, subject to compliance with Section 7.2, such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective as of the date of delivery exercise, as determined by an independent appraiser selected by the Board of such certificate, except that, if the date of such compliance is a date when the stock transfer books Directors of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openCompany.

Procedure for Exercise of Warrant. To exercise this Warrant in whole --------------------------------- or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s 's account, or cancellation evidence of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Warrant was surrendered and payment of the conditions for exercise of this Warrant set forth abovePrice and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To Holder may exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), by delivering the Holder shall deliver following to the principal office of the Company at its office referred to in accordance with Section 14 hereof at any time and from time to time during the Term of this Warrant5.1 hereof: (i) the a duly executed Notice of Exercise in substantially the form attached heretoas Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrantpurchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6below) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant the "spread" on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 14 hereof5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder that hereof a number of whole shares of Common Stock computed using the following formula: CS X = WCS Y x (CMP-WP) ------------- CMP Where CS equals Where: X = the number of shares of Common Stock to be issued to the Holder WCS equals pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being requested to be exercised CMP = the Current Market Price (at as of the date of such calculation) CMP equals of one share of Common Stock WP = the Current Market Warrant Price (at as adjusted as of the date of such calculation) WP equals For purposes of this Warrant, the Warrant "CURRENT MARKET PRICE" of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price (shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as adjusted of five business days immediately prior to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered indicated in the name Notice of Exercise (or if no reported sales took place on such day, the Holder or, subject to compliance with Section 7.2, last date on which any such other name or names as may be designated by the Holder, shall be delivered sales took place prior to the Holder hereof within a reasonable timedate of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, not exceeding fifteen (15) days, after the rights represented by this Warrant Current Market Price shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become be the holder average of record the closing bid and asked prices as of such shares on five business days immediately prior to the date on which of exercise indicated in the Holder Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall have complied with be the conditions for exercise fair market value of this Warrant set forth above, irrespective the Common Stock as of the date of delivery exercise, as determined in good faith by the Board of such certificate, except that, if the date of such compliance is a date when the stock transfer books Directors of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openCompany.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form of Exhibit A attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s 's account, or cancellation of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) ---------------------------------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To Holder may exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), by delivering the Holder shall deliver following to the principal office of the Company at its office referred to in accordance with Section 14 hereof at any time and from time to time during the Term of this Warrant5.1 hereof: (i) the a duly executed Notice of Exercise in substantially the form attached heretoas Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrantpurchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6below) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 14 hereof5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder that hereof a number of whole shares of Common Stock computed using the following formula: CS X = WCS Y x (CMP-WP) CMP Where CS equals Where: X = the number of shares of Common Stock to be he issued to the Holder WCS equals pursuant to this net exercise: Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being requested to be exercised CMP = the Current Market Price (at as of the date of such calculation) CMP equals of one share of Common Stock WP = the Current Market Warrant Price (at as adjusted as of the date of such calculation) WP equals For purposes of this Warrant, the Warrant “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price (shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as adjusted of five business days immediately prior to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered indicated in the name Notice of Exercise (or if no reported sales took place on such day, the Holder or, subject to compliance with Section 7.2, last date on which any such other name or names as may be designated by the Holder, shall be delivered sales took place prior to the Holder hereof within a reasonable timedate of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, not exceeding fifteen (15) days, after the rights represented by this Warrant Current Market Price shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become be the holder average of record the closing bid and asked prices as of such shares on five business days immediately prior to the date on which of exercise indicated in the Holder Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall have complied with be the conditions for exercise fair market value of this Warrant set forth above, irrespective the Common Stock as of the date of delivery exercise, as determined in good faith by the Board of such certificate, except that, if the date of such compliance is a date when the stock transfer books Directors of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openCompany.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s 's account, or cancellation evidence of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals equal the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Warrant was surrendered and payment of the conditions for exercise of this Warrant set forth abovePrice and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Warrant Holder shall deliver to the Company Parent at its office referred to in Section 14 hereof 10 at any time (the “Exercise Date”) and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form of Exhibit A attached hereto, (ii) cash, certified or official bank check payable to the order of the CompanyParent, wire transfer of funds to the CompanyParent’s account, or cancellation of any indebtedness in order of maturity of the Company Parent to the Warrant Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6) Value is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Warrant Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company Parent referred to in Section 14 10 hereof, together with the Notice of Exercise, in which event the Company Parent shall issue to the Warrant Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMPCMV-WP) CMP CMV Where CS equals the number of shares of Common Stock to be issued to the Warrant Holder WCS equals the number of shares of Common Stock purchasable under the Adjusted Warrant Number or, if only a portion of the Warrant is being exercised, the Adjusted Warrant Number for the portion of the Warrant being exercised (at the date of such calculation) CMP CMV equals the Current Market Price Value (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In This Warrant shall be exercised by the event Warrant Holder by the surrender of this Warrant to Parent at any time during usual business hours at Parent’s principal place of business, accompanied by written notice, substantially in the form of Exhibit A attached hereto, that the Warrant Holder elects to exercise all or a portion of this Warrant and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by Parent) by a written instrument or instruments of transfer in form reasonably satisfactory to Parent duly executed by the Warrant Holder or its duly authorized attorney. Upon exercise of the rights represented by this Warrant, a Parent shall deliver to Warrant Holder the certificate or certificates for the shares of Common Series B Preferred Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof purchased within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, days specified in Rule 15c6-1 under the Exchange Act with respect to which this Warrant shall not then have been exercised shall also be issued open market transactions; provided that immediately prior to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date Exercise Date, the exercising Warrant Holder shall be deemed to be the holder of record of the shares of Common Stock, as applicable, issuable upon exercise of this Warrant, notwithstanding that the share register of Parent shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such Person. Immediately prior to the close of business on the Exercise Date, all rights with respect to this Warrant so exercised, including the rights, if any, to receive notices, will terminate (in the case of a partial exercise, to the extent of the portion of this Warrant so exercised), except only the rights of the Warrant Holder to (i) receive certificates for the number of shares of Common Stock, into which this Warrant has been exercised; and (ii) exercise the rights to which the stock transfer books are openWarrant Holder is entitled as a holder of Common Stock.

Procedure for Exercise of Warrant. This Warrant may be exercised in --------------------------------- whole or in part by the Holder at any time, or from time to time, prior to the expiration of the Term. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 13 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, Company or wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculationexercise, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 13 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x X (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculationexercise) CMP equals the Current Market Price (at the date of such calculationexercise) WP equals the Warrant Price (as adjusted to the date of such calculationexercise) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Notice of Exercise and Warrant is delivered to the conditions for exercise Company and payment of this the Warrant set forth abovePrice and any applicable taxes is made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To exercise this Warrants may --------------------------------- be exercised prior to 5:00 p.m. EST on February 28, 2007 (the "Expiration Date") at the Exercise Price. The Warrants may be exercised by surrendering Warrant in whole or in part (but not as Certificate(s) representing Warrants to any fractional share of Common Stock), the Holder shall deliver be exercised to the Company at its office referred to address set forth in Section 14 hereof at any time 4.5 hereof, together with the Election to Purchase duly completed and from time to time during the Term of this Warrant: (i) the Notice of Exercise executed, accompanied by payment in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6) is greater than the Warrant Price (at the date of calculationfull, as set forth below), to the Company of the Exercise Price for each Warrant Share purchased on exercise of Warrants. Such Exercise Price shall be paid either (i) by cash or a certified check or a wire transfer in lieu same day funds in an amount equal to the Exercise Price multiplied by the number of exercising this Warrant as hereinabove permitted, Shares then being purchased; (ii) by surrendering to the Holder may elect to receive Company a number of shares of Common Stock having a Fair Market Value (defined below) as measured on the date of exercise equal to the value Exercise Price for the number of exercised Warrant Shares; or (as determined below) of this Warrant (or the portion thereof being cancelediii) by surrender of this Warrant at the office of instructing the Company referred to in Section 14 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals reduce the number of shares of Common Stock eligible to be issued purchased pursuant to the Holder WCS equals the this Warrant by that number (subject to Section 3.4 with respect to any fractional shares which would be issued) of shares of Common Stock purchasable under (herein referred to as the "Cancelled Warrant or, if only Shares") having a portion Net Value (as defined below) equal to the Exercise Price of the exercised Warrant is being exercisedShares. For purposes hereof, the portion term "Net Value" shall mean the excess of the Warrant being exercised (at the date of such calculation) CMP equals the Current Fair Market Price (at the date of such calculation) WP equals the Warrant Price Value (as adjusted to measured on the date of such calculationExercise Date) over the Exercise Price. In the event the Net Value of the Cancelled Warrant Shares exceeds the Exercise Price of the Exercised Shares by reason of the Net Value of a fractional share, the Company shall pay the Holder such excess amount in cash. For purposes hereof, Fair Market Value of a specified security as of any exercise date, (i) means the average of the rights represented by this Warrant, a certificate or certificates closing bid prices for the shares of Common Stock so purchasedthe specified security as reported by the National Association of Securities Dealers Automated Quotation National Market ("NNM") for the five (5) trading days immediately preceding such date, registered in or (ii) if the name NNM is not the principal trading market for the specified security, the average of the Holder orlast reported sale prices on the principal trading market for the specified security during the same period, subject or (iii) if market value cannot be calculated as of such date on any of the foregoing bases, the Fair Market Value shall be the average fair market value as reasonably determined by a nationally recognized investment banking firm selected by the Company and reasonably acceptable to compliance with Section 7.2, such other name or names as may be designated by the Holder, shall with the costs of the appraisal to be delivered to borne by the Holder hereof within a reasonable timeCompany. As used herein, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, term "Exercise Date" with respect to which this any Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on means the date on which the Holder shall have complied with the conditions for exercise of this such Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openexercised as provided herein.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 11 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder 's account (or any combination of any of the foregoing) in the amount of the aggregate Warrant Price for each share Warrant Share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 11 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In Subject to the limitations set forth in Section 6.2 hereof regarding the transfer of Warrant Shares, in the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock Warrant Shares so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares Warrant Shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock Warrant Shares is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Warrant was surrendered and payment of the conditions for exercise of this aggregate Warrant set forth abovePrice and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To exercise this Warrant in whole --------------------------------- or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s 's account, or cancellation evidence of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove provided above permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Warrant was surrendered and payment of the conditions for exercise of this Warrant set forth abovePrice and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warranttime: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Warrant was surrendered and payment of the conditions for exercise of this Warrant set forth abovePrice and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To Holder may exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), by delivering the Holder shall deliver following to the principal office of the Company at its office referred to in accordance with Section 14 hereof at any time and from time to time during the Term of this Warrant5.1 hereof: (i) the a duly executed Notice of Exercise in substantially the form attached heretoas Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrantpurchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6below) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant the "spread" on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 14 hereof5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder that hereof a number of whole shares of Common Stock computed using the following formula: CS X = WCS Y x (CMP-WP) / CMP Where CS equals Where: X = the number of shares of Common Stock to be issued to the Holder WCS equals pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being requested to be exercised CMP = the Current Market Price (at as of the date of such calculation) CMP equals of one share of Common Stock WP = the Current Market Warrant Price (at as adjusted as of the date of such calculation) WP equals For purposes of this Warrant, the Warrant "Current Market Price" of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price (shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as adjusted of five business days immediately prior to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered indicated in the name Notice of Exercise (or if no reported sales took place on such day, the Holder or, subject to compliance with Section 7.2, last date on which any such other name or names as may be designated by the Holder, shall be delivered sales took place prior to the Holder hereof within a reasonable timedate of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, not exceeding fifteen (15) days, after the rights represented by this Warrant Current Market Price shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become be the holder average of record the closing bid and asked prices as of such shares on five business days immediately prior to the date on which of exercise indicated in the Holder Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall have complied with be the conditions for exercise fair market value of this Warrant set forth above, irrespective the Common Stock as of the date of delivery exercise, as determined in good faith by the Board of such certificate, except that, if the date of such compliance is a date when the stock transfer books Directors of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openCompany.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form of EXHIBIT A attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s 's account, or cancellation of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) ------------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the HolderXxxxxx, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To Holder may exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), by delivering the Holder shall deliver following to the principal office of the Company at its office referred to in accordance with Section 14 hereof at any time and from time to time during the Term of this Warrant5.1 hereof: (i) the a duly executed Notice of Exercise in substantially the form attached heretoas Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrantpurchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6below) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant the "spread" on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 14 hereof5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder that hereof a number of whole shares of Common Stock computed using the following formula: CS X = WCS Y x (CMP-WP) ------------ CMP Where CS equals Where: X = the number of shares of Common Stock to be issued to the Holder WCS equals pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being requested to be exercised CMP = the Current Market Price (at as of the date of such calculation) CMP equals of one share of Common Stock WP = the Current Market Warrant Price (at as adjusted as of the date of such calculation) WP equals For purposes of this Warrant, the Warrant "Current Market Price" of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price (shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as adjusted of five business days immediately prior to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered indicated in the name Notice of Exercise (or if no reported sales took place on such day, the Holder or, subject to compliance with Section 7.2, last date on which any such other name or names as may be designated by the Holder, shall be delivered sales took place prior to the Holder hereof within a reasonable timedate of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, not exceeding fifteen (15) days, after the rights represented by this Warrant Current Market Price shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become be the holder average of record the closing bid and asked prices as of such shares on five business days immediately prior to the date on which of exercise indicated in the Holder Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall have complied with be the conditions for exercise fair market value of this Warrant set forth above, irrespective the Common Stock as of the date of delivery exercise, as determined in good faith by the Board of such certificate, except that, if the date of such compliance is a date when the stock transfer books Directors of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openCompany.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s 's account, or cancellation evidence of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Warrant was surrendered and payment of the conditions for exercise of this Warrant set forth abovePrice and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, Company or wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iiilii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-CMP - WP) ---------------- CMP Where where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, or (subject to compliance with Section 7.2, applicable securities laws) such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Warrant was surrendered and payment of the conditions for exercise of this Warrant set forth abovePrice and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To Holder may exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), by delivering the Holder shall deliver following to the principal office of the Company at its office referred to in accordance with Section 14 hereof at any time and from time to time during the Term of this Warrant5.1 hereof: (i) the a duly executed Notice of Exercise in substantially the form attached heretoas Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrantpurchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6below) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant the "spread" on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 14 hereof5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder that hereof a number of whole shares of Common Stock computed using the following formula: CS X = WCS Y x (CMP-WP) ------------ CMP Where CS equals Where: X = the number of shares of Common Stock to be issued to the Holder WCS equals pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being requested to be exercised CMP = the Current Market Price (at as of the date of such calculation) CMP equals of one share of Common Stock WP = the Current Market Warrant Price (at as adjusted as of the date of such calculation) WP equals For purposes of this Warrant, the Warrant "CURRENT MARKET PRICE" of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price (shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as adjusted of five business days immediately prior to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered indicated in the name Notice of Exercise (or if no reported sales took place on such day, the Holder or, subject to compliance with Section 7.2, last date on which any such other name or names as may be designated by the Holder, shall be delivered sales took place prior to the Holder hereof within a reasonable timedate of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, not exceeding fifteen (15) days, after the rights represented by this Warrant Current Market Price shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become be the holder average of record the closing bid and asked prices as of such shares on five business days immediately prior to the date on which of exercise indicated in the Holder Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall have complied with be the conditions for exercise fair market value of this Warrant set forth above, irrespective the Common Stock as of the date of delivery exercise, as determined in good faith by the Board of such certificate, except that, if the date of such compliance is a date when the stock transfer books Directors of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openCompany.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common StockWarrant Share), the Warrant Holder shall deliver to the Company Parent at its office referred to in Section 14 hereof 8 at any time (the “Exercise Date”) and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form of Exhibit A attached hereto, (ii) cash, certified or official bank check payable to the order of the CompanyParent, wire transfer of funds to the CompanyParent’s account, or cancellation of any indebtedness in order of maturity of the Company Parent to the Warrant Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6) Value is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Warrant Holder may elect to receive shares of Common Conversion Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company Parent referred to in Section 14 hereof8, together with the Notice of Exercise, in which event the Company Parent shall issue to the Warrant Holder that number of whole shares of Common Stock Warrant Shares computed using the following formula: CS PS = WCS WPS x (CMPCMV-WP) CMP CMV Where CS PS equals the number of shares of Conversion Preferred Stock to be issued to Warrant Holder (or if the Warrant Shares are shares of Common Stock, the number of shares of Common Stock to be issued to Warrant Holder) WPS equals the Holder WCS equals number of shares of Conversion Preferred Stock purchasable under the Warrant (or if the Warrant Shares are shares of Common Stock, the number of shares of Common Stock purchasable under the Warrant orWarrant), if only a portion of the Warrant is being exercised, under the portion of the Warrant being exercised (at the date of such calculation) CMP CMV equals the Current Market Price Value of the number of shares of Common Stock into which one share of Conversion Preferred Stock is convertible (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In This Warrant shall be exercised by the event Warrant Holder by the surrender of this Warrant to Parent at any time during usual business hours at Parent’s principal place of business, accompanied by written notice, substantially in the form of Exhibit A attached hereto, that the Warrant Holder elects to exercise all or a portion of this Warrant and specifying the rights represented by this Warrant, name or names (with address) in which a certificate or certificates for the shares Warrant Shares are to be issued and (if so required by Parent) by a written instrument or instruments of Common Stock so purchased, registered transfer in the name of the Holder or, subject form reasonably satisfactory to compliance with Section 7.2, such other name or names as may be designated Parent duly executed by the HolderWarrant Holder or its duly authorized attorney. Upon exercise of this Warrant, Parent shall be delivered deliver to Warrant Holder the Holder hereof certificate or certificates for the Warrant Shares so purchased within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share)days specified in Rule 15c6-1 under the Exchange Act applicable to open market transactions, if any, with respect provided that immediately prior to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date Exercise Date, the exercising Warrant Holder shall be deemed to be the holder of record of the Warrant Shares issuable upon exercise of this Warrant, notwithstanding that the share register of Parent shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to such Person. Immediately prior to the close of business on the Exercise Date, all rights with respect to this Warrant so exercised, including the rights, if any, to receive notices, will terminate (in the case of a partial exercise, to the extent of the portion of this Warrant so exercised), except only the rights of the Warrant Holder to (i) receive certificates for the number of Warrant Shares into which this Warrant has been exercised; and (ii) exercise the rights to which the stock transfer books are openWarrant Holder is entitled as a holder of Warrant Shares.

Procedure for Exercise of Warrant. To Holder may exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), by delivering the Holder shall deliver following to the principal office of the Company at its office referred to in accordance with Section 14 hereof at any time and from time to time during the Term of this Warrant5.1 hereof: (i) the a duly executed Notice of Exercise in substantially the form attached heretoas Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrantpurchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permittedexercise, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant the "spread" on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 14 hereof5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder that hereof a number of whole shares of Common Stock computed using the following formula: CS X = WCS Y x (CMP-WP) ------------ CMP Where CS equals Where: X = the number of shares of Common Stock to be issued to the Holder WCS equals pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being requested to be exercised CMP = the Current Market Price (at as of the date of such calculation) CMP equals of one share of Common Stock WP = the Current Market Warrant Price (at as adjusted as of the date of such calculation) WP equals For purposes of this Warrant, the Warrant "Current Market Price" of one share of the Company's Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq SmallCap Market, the Current Market Price (shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as adjusted of five business days immediately prior to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered indicated in the name Notice of Exercise (or if no reported sales took place on such day, the Holder or, subject to compliance with Section 7.2, last date on which any such other name or names as may be designated by the Holder, shall be delivered sales took place prior to the Holder hereof within a reasonable timedate of exercise); (ii) if traded over-the-counter but not on the Nasdaq SmallCap Market, not exceeding fifteen (15) days, after the rights represented by this Warrant Current Market Price shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become be the holder average of record the closing bid and asked prices as of such shares on five business days immediately prior to the date on which of exercise indicated in the Holder Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall have complied with be the conditions for exercise fair market value of this Warrant set forth above, irrespective the Common Stock as of the date of delivery exercise, as determined in good faith by the Board of such certificate, except that, if the date of such compliance is a date when the stock transfer books Directors of the Company are closed, Company; provided that such person five trading day period shall be deemed to have become extended by the holder number of trading days during such shares at period on which trading in the close of business Company's Common Stock is suspended, by, or not traded on the next succeeding date Nasdaq SmallCap Stock Market or a subsequent market on which the stock transfer books are openCommon Stock is then listed.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form of Exhibit A attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To Holder may exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), by delivering the Holder shall deliver following to the principal office of the Company at its office referred to in accordance with Section 14 hereof at any time and from time to time during the Term of this Warrant5.1 hereof: (i) the a duly executed Notice of Exercise in substantially the form attached heretoas Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrantpurchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6below) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 14 hereof5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder that hereof a number of whole shares of Common Stock computed using the following formula: CS X = WCS Y x (CMP-WP) CMP Where CS equals Where: X = the number of shares of Common Stock to be issued to the Holder WCS equals pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being requested to be exercised CMP = the Current Market Price (at as of the date of such calculation) CMP equals of one share of Common Stock WP = the Current Market Warrant Price (at as adjusted as of the date of such calculation) WP equals For purposes of this Warrant, the Warrant “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price (shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as adjusted of five business days immediately prior to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered indicated in the name Notice of Exercise (or if no reported sales took place: on such day, the Holder or, subject to compliance with Section 7.2, last date on which any such other name or names as may be designated by the Holder, shall be delivered sales took place prior to the Holder hereof within a reasonable timedate of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, not exceeding fifteen (15) days, after the rights represented by this Warrant Current Market Price shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become be the holder average of record the closing bid and asked prices as of such shares on five business days immediately prior to the date on which of exercise indicated in the Holder Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall have complied with be the conditions for exercise fair market value of this Warrant set forth above, irrespective the Common Stock as of the date of delivery exercise;, as determined in good faith by the Board of such certificate, except that, if the date of such compliance is a date when the stock transfer books Directors of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openCompany.

Procedure for Exercise of Warrant. This Warrant may be exercised in whole --------------------------------- or in part by the Holder at any time, or from time to time, prior to the expiration of the Term. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 13 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, Company or wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculationexercise, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 13 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculationexercise) CMP equals the Current Market Price (at the date of such calculationexercise) WP equals the Warrant Price (as adjusted to the date of such calculationexercise) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Notice of Exercise and Warrant is delivered to the conditions for exercise Company and payment of this the Warrant set forth abovePrice and any applicable taxes is made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form of Exhibit A attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6below) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s 's account, or cancellation evidence of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Warrant was surrendered and payment of the conditions for exercise of this Warrant set forth abovePrice and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s 's account, or cancellation evidence of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) ------------------ CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Warrant was surrendered and payment of the conditions for exercise of this Warrant set forth abovePrice and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To exercise Exercise of the purchase rights represented by this Warrant may be made, in whole or in part part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (but not or such other office or agency of the Company as it may designate by notice in writing to any fractional share the registered Holder at the address of Common Stock)the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver to the Company at its office referred to aggregate Exercise Price for the shares specified in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the form attached heretoapplicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (iior other type of guarantee or notarization) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order Notice of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to Exercise form be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrantrequired. Notwithstanding any provisions anything herein to the contrary, if the Current Market Price (as defined in Section 6) is greater than Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Price Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (at 3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of calculationsuch purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) by acceptance of this Warrant (or Warrant, acknowledge and agree that, by reason of the portion thereof being canceled) by surrender provisions of this Warrant at paragraph, following the office purchase of the Company referred to in Section 14 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercisedShares hereunder, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also Shares available for purchase hereunder at any given time may be issued to less than the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares amount stated on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openface hereof.

Procedure for Exercise of Warrant. This Warrant may be --------------------------------- exercised in whole or in part by the Holder at any time, or from time to time, prior to the expiration of the Term. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 13 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check chock payable to the order of the Company, Company or wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculationexercise, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 13 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculationexercise) CMP equals the Current Market Price (at the date of such calculationexercise) WP equals the Warrant Price (as adjusted to the date of such calculationexercise) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Notice of Exercise and Warrant is delivered to the conditions for exercise Company and payment of this the Warrant set forth abovePrice and any applicable taxes is made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 12 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s 's account, or cancellation evidence of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 12 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: formula (a "Net Exercise"): CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Warrant was surrendered and payment of the conditions for exercise of this Warrant set forth abovePrice and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To exercise this Warrant in whole --------------------------------- or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 13 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s 's account, or cancellation evidence of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 13 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) ------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Warrant was surrendered and payment of the conditions for exercise of this Warrant set forth abovePrice and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 13 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s 's account, or cancellation of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 13 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen twenty (1520) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Warrant was surrendered and payment of the conditions for exercise of this Warrant set forth abovePrice and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To exercise this The Warrant may be --------------------------------- exercised in whole or in part (but not as to any fractional share of Common Stock)during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by the Holder shall deliver or by the Holder's duly authorized attorney-in-fact, at the principal office of the Company or at such other office or agency in the United States as the Company may designate by notice in writing to the Company at its office referred to Holder accompanied by payment in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise full, in the form attached hereto, (ii) cash, bank cashier's check or certified or official bank check payable to the order of the Company, wire transfer of funds in an amount equal to the Company’s account, or cancellation product of any indebtedness in order (i) the Exercise Price multiplied by (ii) the number of maturity Warrant Shares being purchased. In addition to payments of the Company Exercise Price by cash or said checks, payment of the Exercise Price with respect to the Warrant(s) being exercised may be made, at the option of the Holder, by the reduction in the principal amount of the Debenture issued to the Holder pursuant to the Securities Purchase Agreement (or any combination forgiveness of any accrued and unpaid interest thereon, even during a period in which an Event of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price Default (as defined in Section 6the Securities Purchase Agreement) has occurred and is greater than the Warrant Price (at the date of calculation, as set forth below)continuing under such Debenture, in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock an amount equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred Exercise Price with respect to in Section 14 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to Warrant Shares being purchased; and in such a case, this Warrant shall be issued accompanied by said Debenture (with the purchase form duly executed) which shall be substituted and replaced by a new Debenture identical in form and content to the Holder WCS equals original Debenture except that principal amount shall be appropriately reduced to reflect the number reduction in the principal amount applicable to the payment of shares of Common Stock purchasable under the Exercise Price with respect to the Warrant or, if only a portion being exercised. If fewer than all of the Warrant is Shares are being exercised, the portion Company shall, upon exercise prior to the end of the Expiration Period, execute and deliver to the Holder a new certificate (dated the date hereof) evidencing the balance of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openShares that remain exercisable.

Procedure for Exercise of Warrant. To exercise this The Warrant may be exercised in --------------------------------- whole or in part (but not as to any fractional share of Common Stock)during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by the Holder shall deliver or by the Holder's duly authorized attorney-in-fact, at the principal office of the Company or at such other office or agency in the United States as the Company may designate by notice in writing to the Company at its office referred to Holder accompanied by payment in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise full, in the form attached hereto, (ii) cash, bank cashier's check or certified or official bank check payable to the order of the Company, wire transfer of funds in an amount equal to the Company’s account, or cancellation product of any indebtedness in order (i) the Exercise Price multiplied by (ii) the number of maturity Warrant Shares being purchased. In addition to payments of the Company Exercise Price by cash or said checks, payment of the Exercise Price with respect to the Warrant(s) being exercised may be made, at the option of the Holder, by the reduction in the principal amount of the Debenture issued to the Holder pursuant to the Securities Purchase Agreement (or any combination forgiveness of any accrued and unpaid interest thereon, even during a period in which an Event of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price Default (as defined in Section 6the Securities Purchase Agreement) has occurred and is greater than the Warrant Price (at the date of calculation, as set forth below)continuing under such Debenture, in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock an amount equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred Exercise Price with respect to in Section 14 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to Warrant Shares being purchased; and in such a case, this Warrant shall be issued accompanied by said Debenture (with the purchase form duly executed) which shall be substituted and replaced by a new Debenture identical in form and content to the Holder WCS equals original Debenture except that principal amount shall be appropriately reduced to reflect the number reduction in the principal amount applicable to the payment of shares of Common Stock purchasable under the Exercise Price with respect to the Warrant or, if only a portion being exercised. If fewer than all of the Warrant is Shares are being exercised, the portion Company shall, upon exercise prior to the end of the Expiration Period, execute and deliver to the Holder a new certificate (dated the date hereof) evidencing the balance of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openShares that remain exercisable.

Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Series A-2 Stock), the Holder shall deliver to the Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form of Exhibit A attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s account, or cancellation of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 6below) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Series A-2 Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Series A-2 Stock computed using the following formula: CS PS = WCS WPS x (CMP-WP) CMP Where CS PS equals the number of shares of Common Series A-2 Stock to be issued to the Holder WCS WPS equals the number of shares of Common Series A-2 Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. To exercise this Warrant in ------------------------------------ whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 14 13 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company’s 's account, or cancellation evidence of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 65) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 14 13 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of whole shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with Warrant was surrendered and payment of the conditions for exercise of this Warrant set forth abovePrice and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such compliance surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.