Common use of Term of Warrants; Exercise of Warrants Clause in Contracts

Term of Warrants; Exercise of Warrants. Each Warrant entitles the Warrant Holder thereof to purchase 106.3 shares of Common Stock at the Exercise Price at any tune after November 30, 1995 (the "Effective Date") and before 5:00 p.m., prevailing Central Time, on November 30, 2004 (the "Expiration Date"). On the Expiration Date, all rights evidenced by the Warrants shall cease and the Warrants shall become void. The period from the Effective Date to the Expiration Date is sometimes hereinafter referred to as the "Exercise Period." The Exercise Price and the Warrant Shares issuable upon exercise of the Warrant Shares are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 9 of this Agreement. Subject to the provisions of this Agreement and upon five Business Days prior written notice to the Company, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrants to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable shares of Common Stock specified in such Warrant, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 9 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of such Exercise Price may be made in cash or by check payable to the order of the Company or by the surrender and delivery of Notes in an aggregate principal amount equal to the Exercise Price. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Holder of such Warrants and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 13 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; PROVIDED, HOWEVER, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares shall be issuable as of the next succeeding date on which such books shall be opened and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; PROVIDED, FURTHER, that the transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holders thereof, in full.

Term of Warrants; Exercise of Warrants. Each Warrant entitles the Warrant Holder registered owner thereof to purchase 106.3 shares of Common Stock one Share at a purchase price equal to $2.00 per Share (as adjusted from time to time pursuant to the Exercise Price at any tune after November 30provisions hereof, 1995 (the "Effective Date") and before 5:00 p.m., prevailing Central Time, on November 30, 2004 (the "Expiration DateExercise Price"). On the Expiration Date, all rights evidenced by the Warrants shall cease and the Warrants shall become void. The period from the Effective Date to the Expiration Date is sometimes hereinafter referred to as the "Exercise Period." The Exercise Price and the Warrant Shares issuable upon exercise of the Warrant Shares Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 9 8 of this Agreement. Subject to the provisions of this Agreement and upon five Business Days prior written notice to the CompanyAgreement, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrants Warrants, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable shares of Common Stock (rounded up to the nearest full share) specified in such WarrantWarrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election Election to purchase Purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 9 8 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of such Exercise Price may be made in cash or by certified check or official bank check payable to the order of the Company or by the surrender and delivery Company. No adjustment shall be made for any dividends on any Shares issuable upon exercise of Notes in an aggregate principal amount equal to the Exercise Pricea Warrant. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch (and in no event more than five business days from the date of each such surrender and payment) to or upon the written order of the Warrant Holder of such Warrants and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 13 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; PROVIDEDprovided, HOWEVERhowever, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of stock purchasable securities issuable upon the exercise of such Warrants shall be closed, the certificates for the shares Shares shall be issuable as of the next succeeding date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; PROVIDEDprovided, FURTHERfurther, however, that the transfer booksbooks of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holders Holder(s) thereof, either in fullfull or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered.

Term of Warrants; Exercise of Warrants. Each Underwriter Warrant entitles the Warrant Holder registered owner thereof to purchase 106.3 shares one Share at a purchase price of Common Stock at the Exercise Price at any tune after November 30, 1995 $_____ per Share (the "Effective DateExercise Price") and before at any time from the first anniversary of the effective date of the Registration Statement until 5:00 p.m., prevailing Central TimeNew York City time, on November 30________, 2004 2004) (the "Warrant Expiration Date"). On Prior to the Warrant Expiration Date, all rights evidenced by the Warrants shall cease and Company will not take any action which would terminate the Warrants shall become voidUnderwriter Warrants. The period from the Effective Date to the Expiration Date is sometimes hereinafter referred to as the "Exercise Period." The Exercise Price and the Warrant Shares issuable upon exercise of the Warrant Shares Underwriter Warrants are subject to adjustment upon the occurrence of certain events, events pursuant to the provisions of Section 9 8 of this Agreement. Subject to the provisions of this Agreement and upon five Business Days prior written notice to the CompanyAgreement, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrants Underwriter Warrants, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable shares of Common Stock Shares specified in such WarrantUnderwriter Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, Underwriter Warrants with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 9 8 of this Agreement, for the number of Warrant Shares in respect of which such Underwriter Warrants are then exercised. Payment of such Exercise Price may be made at the Holder's election (i) by certified or official bank check, (ii) in cash or by check payable to the order event that the Holder holds Common Shares of the Company and such Common Shares are listed on a domestic stock exchange or quoted in the domestic over-the-counter market, by transferring to the surrender and delivery Company an amount of Notes in an such Common Shares which, when multiplied by, the current market price of the Common Shares at the time of exercise of such Underwriter Warrant, equals the aggregate principal amount of the consideration payable upon such exercise, (iii) by surrendering to the Company the right to receive a portion of the number of Shares with respect to which such Underwriter Warrant is then being exercised equal to the product obtained by multiplying such number of Shares by a fraction, the numerator of which is the Exercise PricePrice in effect on the date of such exercise and the denominator of which is the current market price of the Common Shares in effect on such date, or (iv) by a combination of the foregoing methods of payment selected by the Holder. For purposes of this paragraph, the current market price of the Common Shares shall be calculated either (a) on the date which the form of election to purchase attached hereto is deemed to have been sent to the Company pursuant to Section 12 hereof ("Notice Date") or (b) as the average of the last reported sale price for each of the five trading days preceding the Notice Date, whichever of (a) or (b) is greater. In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the provisions of clause (ii) or clause (iii) of the preceding sentence, such exercise shall be accompanied by written notice from the Holder specifying the manner of payment thereof, and in the case of clause (ii), stating the amount of Common Shares of the Company to be applied to such payment, and in the case of clause (iii), containing a calculation showing the number of Shares with respect to which rights are being surrendered thereunder and the net number of Shares to be issued after giving effect to such surrender. No adjustment shall be made for any dividends on any Shares issuable upon exercise of an Underwriter Warrant. Upon each surrender of Underwriter Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Holder of such Underwriter Warrants and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 13 of this Agreement) in such name or names as such Warrant Holder may designate, . a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Underwriter Warrants, together with cash, as provided in Section 12 9 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of Underwriter Warrants and payment of the Exercise Price as aforesaid; PROVIDEDprovided, HOWEVERhowever, that if, at the date of surrender of such Underwriter Warrants and payment of such Exercise Price, the transfer books for the Common Stock Shares or other class of stock purchasable securities issuable upon the exercise of such Underwriter Warrants shall be closed, the certificates for the shares Shares shall be issuable as of the next succeeding date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; PROVIDEDprovided, FURTHERfurther, however, that the transfer booksbooks of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 twenty (20) days. The rights of purchase represented by the Underwriter Warrants shall be exercisable, at the election of the Warrant Holders thereof, either in fullfull or from time to time in part and, in the event that any Underwriter Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Underwriter Warrant or Underwriter Warrants will be issued for the remaining number of Shares specified in the Underwriter Warrant so surrendered.

Term of Warrants; Exercise of Warrants. The Placement Agent is hereby granted that number of warrants equal to ten percent (10%) of the aggregate gross proceeds raised in the Placement divided by the average closing bid price of the Common Stock (the "Closing Date Average") as calculated over the five (5) trading day period ending on the Closing Date, at any time from the first anniversary of the Closing Date until 5:00 p.m., Los Angeles time, on December , 1999. Each Warrant entitles the Warrant Holder registered ----- owner thereof to purchase 106.3 shares one Share at a purchase price equal to two hundred percent (200%) of Common Stock at the Exercise Price at any tune after November 30Closing Date Average, 1995 but in no event less than $3.00 per share (as adjusted from time to time pursuant to the provisions hereof, the "Effective Date") and before 5:00 p.m., prevailing Central Time, on November 30, 2004 (the "Expiration DateExercise Price"). On the Expiration Date, all rights evidenced by the Warrants shall cease and the Warrants shall become void. The period from the Effective Date to the Expiration Date is sometimes hereinafter referred to as the "Exercise Period." The Exercise Price and the Warrant Shares issuable upon exercise of the Warrant Shares Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 9 8 of this Agreement. Subject to the provisions of this Agreement and upon five Business Days prior written notice to the CompanyAgreement, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrants Warrants, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable shares Shares of Common Stock (rounded up to the nearest full share) specified in such WarrantWarrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities nationalsecurities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 9 8 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of such Exercise Price may be made in cash or by certified check or official bank check payable to the order of the Company or by the surrender and delivery Company. No adjustment shall be made for any dividends on any Shares issuable upon exercise of Notes in an aggregate principal amount equal to the Exercise Pricea Warrant. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Holder of such Warrants and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 13 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; PROVIDEDprovided, HOWEVERhowever, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of stock purchasable securities issuable upon the exercise of such Warrants shall be closed, the certificates for the shares Shares shall be issuable as of the next succeeding date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; PROVIDEDprovided, FURTHERfurther, however, that the transfer booksbooks or record, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holders Holder(s) thereof, either in fullfull or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered.

Term of Warrants; Exercise of Warrants. Each Underwriter Warrant entitles the Warrant Holder registered owner thereof to purchase 106.3 shares one Share at a purchase price of Common Stock at the Exercise Price at any tune after November 30, 1995 $____ per Share [120% OF THE OFFERING PRICE TO THE PUBLIC] (the "Effective DateExercise Price") and before at any time from the second anniversary of the effective date of the Registration Statement until 5:00 p.m., prevailing Central TimeNew York City time, on November 30___________ ___, 2004 2004) (the "Warrant Expiration Date"). On Notwithstanding the foregoing, if at 5:00 p.m. New York time on the Warrant Expiration Date, all rights evidenced by any Holder or Holders of the Underwriter Warrants shall cease have not exercised their Underwriter Warrants and the Warrants shall become void. The period from "current market price" (as such term is defined in Section 8(d) below) for the Effective Date to Common Shares on the Warrant Expiration Date is sometimes hereinafter referred to as greater than the Exercise Price, then each such unexercised Underwriter Warrant shall automatically be converted into a number of Common Shares equal to: the number of Common Shares then issuable upon exercise of an Underwriter Warrant, multiplied by a fraction, the numerator of which is the difference between (A) the "current market price" for Common Shares on the Warrant Expiration Date and (B) the Exercise Period.Price, and the denominator of which is the "current market price" on the Warrant Expiration Date. Prior to the Warrant Expiration Date, the Company will not take any action which would terminate the Underwriter Warrants. The Exercise Price and the Warrant Shares issuable upon exercise of the Warrant Shares Underwriter Warrants are subject to adjustment upon the occurrence of certain events, events pursuant to the provisions of Section 9 8 of this Agreement. Subject to the provisions of this Agreement and upon five Business Days prior written notice to the CompanyAgreement, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrants Underwriter Warrants, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable shares of Common Stock Shares specified in such WarrantUnderwriter Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, Underwriter Warrants with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 9 8 of this Agreement, for the number of Warrant Shares in respect of which such Underwriter Warrants are then exercised. Payment of such Exercise Price may be made at the Holder's election (i) by certified or official bank check, (ii) in cash or by check payable to the order event that the Holder holds Common Shares of the Company and such Common Shares are listed on a domestic stock exchange or quoted in the domestic over-the-counter market, by the surrender and delivery of Notes in an aggregate principal amount equal transferring to the Exercise Price. Upon each surrender Company an amount of Warrants and payment such Common Shares which, when multiplied by, the current market price of the Exercise Price as aforesaid, Common Shares at the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order time of the Warrant Holder of such Warrants and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 13 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such WarrantsUnderwriter Warrant, together with cash, as provided in Section 12 equals the aggregate amount of this Agreement, in respect of any fractional Warrant Shares otherwise issuable the consideration payable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; PROVIDEDexercise, HOWEVER, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares shall be issuable as of the next succeeding date on which such books shall be opened and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; PROVIDED, FURTHER, that the transfer books, unless otherwise required (iii) by law, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holders thereof, in full.surrendering to

Term of Warrants; Exercise of Warrants. Each Underwriter's Warrant entitles the Warrant Holder registered owner thereof to purchase 106.3 shares one Share of Common Stock at the Exercise Price at any tune after November 30, 1995 a purchase price of $6.00 per Share (the "Effective DateExercise Price"). The total number of Underwriter's Warrants which may be purchased is equal to ten percent (10%) of the number of Shares sold in the Offering, excluding Shares sold as part of the over-allotment option. The Underwriter's Warrants are non-exercisable and before 5:00 p.m., prevailing Central Time, on November 30, 2004 non-transferable for a period of twelve (12) months following the effective date of the Registration Statement and will thereafter be exercisable until the date which is four years from the effective date of the Registration Statement (the "Expiration Date"). On the Expiration Date, all rights evidenced by the Warrants shall cease and the Warrants shall become void. The period from the Effective Date to the Expiration Date is sometimes hereinafter referred to as the "Exercise Period." The Exercise Price and the Warrant amount of Shares of Common Stock issuable upon exercise of the Warrant Shares Underwriter's Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 9 8 of this Agreement. Subject to the provisions of this Agreement and upon five Business Days prior written notice to the CompanyAgreement, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrants Underwriter's Warrants, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable shares Shares of Common Stock specified in such WarrantUnderwriter's Warrants, upon surrender to the Company, or its duly authorized agent, of such Underwriter's Warrants, with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 9 8 of this Agreement, for the number of Warrant Shares in respect of which such Underwriter's Warrants are then exercised. Payment of such the Exercise Price may be made in cash or by check payable to the order of the Company or by the surrender and delivery Company. No adjustment shall be made for any dividends on any shares of Notes in Common Stock issuable upon exercise of an aggregate principal amount equal to the Exercise PriceUnderwriter's Warrants. Upon each surrender of Underwriter's Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Holder of such Underwriter's Warrants and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 13 10 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Underwriter's Warrants, together with cash, as provided in Section 12 9 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Underwriter's Warrants and payment of the Exercise Price as aforesaid; PROVIDED, HOWEVER, that if, at the date of surrender of such Underwriter's Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Underwriter's Warrants shall be closed, the certificates for the shares Warrant Shares shall be issuable as of the next succeeding date on which such books shall next be opened (whether before, on or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Sharesshares; PROVIDED, FURTHER, HOWEVER, that the such transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Underwriter's Warrants shall be exercisable, at the election of the Warrant Holders thereof, either in fullfull or from time to time in part and, if any Underwriter's Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such exercise, a new Underwriter's Warrant or Underwriter's Warrants will be issued for the remaining number of Warrant Shares specified in the Underwriter's Warrant so surrendered.

Term of Warrants; Exercise of Warrants. Each Warrant entitles the -------------------------------------- Warrant Holder thereof to purchase 106.3 shares one Share at a purchase price of Common Stock at the Exercise Price at any tune after November 30, 1995 $____ per Share [TO BE EQUAL TO 150% OF THE INITIAL PUBLIC OFFERING PRICE] (the "Effective DateExercise Price") and before at any time from the first anniversary of the Effective Date (except as otherwise set forth herein) until 5:00 p.m., prevailing Central TimeBoston time (the "Close of Business"), on November 30, 2004 the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). On the Expiration Date, all rights evidenced by the Warrants shall cease and the Warrants shall become void. The period from the Effective Date to the Expiration Date is sometimes hereinafter referred to as the "Exercise Period." The Exercise Price and the Warrant number of Shares issuable upon exercise of the each Warrant Shares are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 9 8 of this Agreement. Subject to the provisions of this Agreement and upon five Business Days prior written notice to the CompanyAgreement, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrants Warrant, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable shares of Common Stock Shares specified in such Warrant Holder's Warrant, upon surrender to the Company, or its duly authorized agent, of such WarrantsWarrant, with the form of an election to purchase attached thereto in the form of Exhibit B to this Agreement duly completed and --------- signed, with (if requested by the Company within two business days of surrender of the Warrant with the election to purchase) signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 9 8 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are Warrant is then exercised. Notwithstanding the method of exercise set forth in any Warrant, in the event that the Warrant Holder thereof has not exercised such Warrant prior to the Close of Business on the Expiration Date and the current market price per share of Common Stock at the Close of Business on the Expiration Date (as determined substantially in accordance with Section 8(d), but using the closing prices or quotations, as the case may be, on such Expiration Date rather than a 30-day average) is greater than the Exercise Price, then the Warrant Holder thereof shall be deemed to have exercised such Warrant in full immediately prior to the Close of Business on the Expiration Date (an "Automatic Exercise"). Payment of such the Exercise Price may be made in cash or by check payable to the order of the Company in the amount obtained by multiplying the number of Shares for which such Warrant is then being exercised by the Exercise Price then in effect (such amount, the "Exercise Payment"), except that the Warrant Holder may, at its option, elect to pay the Exercise Payment by delivering to the Company the number of shares of Common Stock determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock on the date of exercise or by the surrender and delivery cancelling a portion of Notes in an aggregate principal amount such Warrant that is equal to the number of shares determined by dividing the Exercise PricePayment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the date of exercise. In the event of an Automatic Exercise of any Warrant, the Warrant Holder thereof shall be deemed to have chosen to cancel the portion of its Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the Close of Business on the Expiration Date. Except as set forth in Section 8, no adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price Payment as aforesaid, or upon the occurrence of an Automatic Exercise, the Company shall issue and cause to be delivered with all reasonable dispatch (but in any event within three (3) business days) to or upon the written order of the Warrant Holder of such Warrants and (subject to receipt of evidence of compliance with the Act and applicable state securities laws in accordance with the provisions of Section 13 10 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such WarrantsWarrant, together with cash, as provided in Section 12 9 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares Shares, as of the date of the surrender of Warrants such Warrant and payment of the Exercise Price Payment as aforesaid, or as of the date of the Automatic Exercise; PROVIDEDprovided, HOWEVERhowever, that if, at the -------- ------- date of surrender of such Warrants Warrant and payment of such Exercise PricePayment, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants Warrant shall be closed, the certificates for the shares Shares shall be issuable as of the next succeeding date on which such books shall next be opened (whether before, on or after the Expiration Date), and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; PROVIDEDprovided further, FURTHER-------- ------- however, that the transfer booksbooks of record, unless otherwise required by law, ------- shall not be closed at any one time for a period longer than 20 four (4) days. The rights of purchase represented by the Warrants a Warrant shall be exercisable, at the election of the Warrant Holders Holder thereof, either in fullfull or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares purchasable on such exercise at any time prior to the Expiration Date, a new Warrant or new Warrants will be issued for the remaining number of Shares specified in the Warrant or Warrants so surrendered.

Term of Warrants; Exercise of Warrants. Each Warrant entitles Upon the terms and subject to the conditions set forth in this Agreement and the Warrant Certificates, the Holder thereof to purchase 106.3 shares of Common Stock at shall have the Exercise Price at any tune right from and after November 305:00 p.m. on October 21, 1995 (the "Effective Date") 1997 and before until 5:00 p.m., prevailing Central TimeNew York City time, on November 30October 21, 2004 2001 (the "Expiration DateTime"). On the Expiration Date, all rights evidenced by the Warrants shall cease and the Warrants shall become void. The period from the Effective Date ) to the Expiration Date is sometimes hereinafter referred to as the "Exercise Period." The Exercise Price and the Warrant Shares issuable upon exercise of the Warrant Shares are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 9 of this Agreement. Subject to the provisions of this Agreement and upon five Business Days prior written notice to the Company, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrants to purchase receive from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable shares Warrant Shares which the Holder may at the time be entitled to receive on exercise of Common Stock specified such Warrants and payment of the Exercise Price (as defined herein) then in effect for such Warrant, Warrant Shares. Each Warrant not exercised prior to the Expiration Time shall become void and all rights thereunder and all rights in respect thereof under this Agreement and the Warrant Certificates shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised upon surrender to the Company, Company at the principal executive offices of the Company of the certificate or its duly authorized agent, of such Warrants, certificates evidencing the Warrants to be exercised with the form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, signed and upon payment to the Company of the exercise price (the "Exercise Price") set forth in the form of Warrant Certificate attached hereto as Exhibit A, as adjusted in accordance with the provisions of Section 9 of this Agreementas provided herein, for each of the number of Warrant Shares in respect of which such Warrants are a Warrant is then exercised. Payment of such the aggregate Exercise Price may shall be made in cash or by certified or official bank check payable to the order of the Company or by Company, or, in the surrender and delivery alternative, the Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of Notes in an aggregate principal amount any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise PricePrice that would otherwise have been paid by the Holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall be the current market price of the Warrant Shares on the date immediately preceding the date of payment of the Exercise Price as determined by the procedures set forth in Section 8(f). Upon each such surrender of Warrants and payment of the Exercise Price as aforesaidPrice, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Holder of such Warrants Holder, and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 13 of this Agreement) in such name or names as such Warrant the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased issuable upon the exercise of such Warrants, Warrants together with cash, cash as provided in Section 12 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon such surrender9. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price as aforesaid; PROVIDED, HOWEVER, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares shall be issuable as of the next succeeding date on which such books shall be opened and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; PROVIDED, FURTHER, that the transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holders thereofHolder, either in full or from time to time in part, and, in fullthe event that a Warrant Certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the Expiration Time, the Company shall issue to the Holder a new Warrant Certificate or Warrant Certificates evidencing the remaining Warrant or Warrants. The Company shall pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares upon the exercise of Warrants.

Term of Warrants; Exercise of Warrants. Each Underwriter Warrant entitles the Warrant Holder registered owner thereof to purchase 106.3 shares one Share at a purchase price of Common Stock at the Exercise Price at any tune after November 30, 1995 $_______ per Share (the "Effective DateExercise Price") and before at any time from the first anniversary of the effective date of the Registration Statement until 5:00 p.m., prevailing Central TimeNew York City time, on November 30_____________, 2004 2004) (the "Warrant Expiration Date"). On Notwithstanding the foregoing, if at 5:00 p.m. New York time on the Warrant Expiration Date, all rights evidenced by any Holder or Holders of the Underwriter Warrants shall cease have not exercised their Underwriter Warrants and the Warrants shall become void. The period from "current market price" (as such term is defined in Section 8(d) below) for the Effective Date to Common Shares on the Warrant Expiration Date is sometimes hereinafter referred to as greater than the Exercise Price, then each such unexercised Underwriter Warrant shall automatically be converted into a number of Common Shares equal to: the number of Common Shares then issuable upon exercise of an Underwriter Warrant, multiplied by a fraction, the numerator of which is the difference between (A) the "current market price" for Common Shares on the Warrant Expiration Date and (B) the Exercise Period.Price, and the denominator of which is the "current market price" on the Warrant Expiration Date. Prior to the Warrant Expiration Date, the Company will not take any action which would terminate the Underwriter Warrants. The Exercise Price and the Warrant Shares issuable upon exercise of the Warrant Shares Underwriter Warrants are subject to adjustment upon the occurrence of certain events, events pursuant to the provisions of Section 9 8 of this Agreement. Subject to the provisions of this Agreement and upon five Business Days prior written notice to the CompanyAgreement, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrants Underwriter Warrants, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable shares of Common Stock Shares specified in such WarrantUnderwriter Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, Underwriter Warrants with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located participant in the United States or a member of the NASD, Medallion Signature Guarantee Program and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 9 8 of this Agreement, for the number of Warrant Shares in respect of which such Underwriter Warrants are then exercised. Payment of such Exercise Price may be made in cash or by check payable to the order of the Company or by the surrender and delivery of Notes in an aggregate principal amount equal to the Exercise Price. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Holder of such Warrants and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 13 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; PROVIDED, HOWEVER, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares shall be issuable as of the next succeeding date on which such books shall be opened and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; PROVIDED, FURTHER, that the transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holders thereof, in full.

Term of Warrants; Exercise of Warrants. Each Warrant entitles the Warrant Holder thereof to purchase 106.3 shares of Common Stock at the Exercise Price at any tune after November 30, 1995 (the "Effective Date") and before 5:00 p.m., prevailing Central Time, on November 30, 2004 (the "Expiration Date"). On the Expiration Date, all rights evidenced by the Warrants shall cease and the Warrants shall become void. The period from the Effective Date to the Expiration Date is sometimes hereinafter referred to as the "Exercise Period." The Exercise Price and the Warrant Shares issuable upon exercise of the Warrant Shares are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 9 of this Agreement. Subject to the provisions of this Agreement and upon five Business Days prior written notice to the Company, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrants beginning at 12:00 a.m. on December 29, 1995, and expiring at 11:59 p.m., Florida time on December 31, 1997, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable shares of Common Stock specified non-assessable Shares to which the Holder may at the time be entitled to purchase pursuant to such Warrants, subject to the conditions set forth in such Warrantthis paragraph, upon on surrender to the CompanyCompany at the principal office in the City of Clearwater, or its duly authorized agent, State of such Warrants, Florida of the Warrant Agent with the form of election to purchase attached thereto on the reverse thereof duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon on payment to the Warrant Agent for the account of the Company of the Exercise Price, Warrant Price as adjusted defined and determined in accordance with the provisions of Section Sections 9 of this Agreementand 10 hereof, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of such Exercise the Warrant Price may shall be made in cash or by check payable cashier's check. Subject to the order subsections 5.1 and 5.2 of the Company or by the surrender and delivery of Notes in an aggregate principal amount equal to the Exercise Price. Upon each this section, on such surrender of Warrants Warrants, and payment of the Exercise Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon on the written order of the Warrant Holder of such Warrants and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 13 of this Agreement) in such name or names as such Warrant the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon on the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any . No fractional Warrant Shares otherwise shall be issuable upon on such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder Holder of record Record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price Warrant Price, as aforesaid; PROVIDEDprovided, HOWEVERhowever, that if, at the date of surrender of such Warrants and payment of such Exercise Warrant Price, the transfer books for the Common Stock Shares or other class of stock purchasable upon on the exercise of such Warrants shall be closed, the certificates for the shares Shares in respect of which such Warrants are then exercised shall be issuable as of the next succeeding date on which such books shall next be opened (whether before or after expiration of the exercise period) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; PROVIDEDprovided further, FURTHERhowever, that the transfer booksbooks of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 60 days. The rights right of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holders thereof, either in fullfull or from time-to-time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants will be issued for the remaining number of Shares, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this section and of Section 3 hereof and the Company, whether required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Term of Warrants; Exercise of Warrants. Each Underwriter Warrant entitles the Warrant Holder registered owner thereof to purchase 106.3 shares one Share at a purchase price of Common Stock at $[ ] per Share (the ‘‘Exercise Price Price’’) at any tune after November 30, 1995 (time from the "Effective Date") and before first anniversary of the effective date of the Registration Statement until 5:00 p.m., prevailing Central TimeEST time, on November 30[ ], 2004 2011) (the "‘‘Warrant Expiration Date"’’). On Notwithstanding the foregoing, if at 5:00 p.m. EST time on the Warrant Expiration Date, all rights evidenced by any Holder or Holders of the Underwriter Warrants shall cease have not exercised their Underwriter Warrants and the Warrants shall become void. The period from ‘‘current market price’’ (as such term is defined in Section 8(d) below) for the Effective Date to Common Shares on the Warrant Expiration Date is sometimes hereinafter referred greater than the Exercise Price, then each such unexercised Underwriter Warrant shall automatically be converted into a number of Common Shares equal to: the number of Common Shares then issuable upon exercise of an Underwriter Warrant, multiplied by a fraction, the numerator of which is the difference between (A) the ‘‘current market price’’ for Common Shares on the Warrant Expiration Date and (B) the Exercise Price, and the denominator of which is the ‘‘current market price’’ on the Warrant Expiration Date. Prior to as the "Exercise Period." Warrant Expiration Date, the Company will not take any action which would terminate the Underwriter Warrants. The Exercise Price and the Warrant Shares issuable upon exercise of the Warrant Shares Underwriter Warrants are subject to adjustment upon the occurrence of certain events, events pursuant to the provisions of Section 9 8 of this Agreement. Subject to the provisions of this Agreement and upon five Business Days prior written notice to the CompanyAgreement, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrants Underwriter Warrants, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable shares of Common Stock Shares specified in such WarrantUnderwriter Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, Underwriter Warrants with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 9 8 of this Agreement, for the number of Warrant Shares in respect of which such Underwriter Warrants are then exercised. Payment of such Exercise Price may be made at the Holder’s election (i) by certified or official bank check, (ii) in cash or by check payable to the order event that the Holder holds Common Shares of the Company and such Common Shares are listed on a domestic stock exchange or quoted in the domestic over-the-counter market, by transferring to the surrender and delivery Company an amount of Notes in an such Common Shares which, when multiplied by, the current market price of the Common Shares at the time of exercise of such Underwriter Warrant, equals the aggregate principal amount of the consideration payable upon such exercise, (iii) by surrendering to the Company the right to receive a portion of the number of Shares with respect to which such Underwriter Warrant is then being exercised equal to the product obtained by multiplying such number of Shares by a fraction, the numerator of which is the Exercise PricePrice in effect on the date of such exercise and the denominator of which is the current market price of the Common Shares in effect on such date, or (iv) by a combination of the foregoing methods of payment selected by the Holder. For purposes of this paragraph, the current market price of the Common Shares shall be calculated either (a) on the date which the form of election to purchase attached hereto is deemed to have been sent to the Company pursuant to Section 12 hereof (‘‘Notice Date’’) or (b) as the average of the last reported sale price for each of the five trading days preceding the Notice Date, whichever of (a) or (b) is greater. In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the provisions of clause (ii) or clause (iii) of the preceding sentence, such exercise shall be accompanied by written notice from the Holder specifying the manner of payment thereof, and in the case of clause (ii), stating the amount of Common Shares of the Company to be applied to such payment, and in the case of clause (iii), containing a calculation showing the number of Shares with respect to which rights are being surrendered thereunder and the net number of Shares to be issued after giving effect to such surrender. No adjustment shall be made for any dividends on any Shares issuable upon exercise of an Underwriter Warrant. Upon each surrender of Underwriter Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch within three business days of such notice to or upon the written order of the Warrant Holder of such Underwriter Warrants and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 13 of this Agreement) in such name or names as such Warrant Holder may designate, designate a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Underwriter Warrants, together with cash, as provided in Section 12 9 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of Underwriter Warrants and payment of the Exercise Price as aforesaid; PROVIDED, HOWEVER, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares shall be issuable as of the next succeeding date on which such books shall be opened and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; PROVIDED, FURTHER, that the transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Underwriter Warrants shall be exercisable, at the election of the Warrant Holders thereof, either in fullfull or from time to time in part and, in the event that any Underwriter Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Underwriter Warrant or Underwriter Warrants will be issued for the remaining number of Shares specified in the Underwriter Warrant so surrendered.

Term of Warrants; Exercise of Warrants. Each Warrant entitles the Warrant Holder thereof to purchase 106.3 shares of Common Stock at the Exercise Price at any tune after November 30, 1995 (the "Effective Date") and before 5:00 p.m., prevailing Central Time, on November 30, 2004 (the "Expiration Date"). On the Expiration Date, all rights evidenced by the Warrants shall cease and the Warrants shall become void. The period from the Effective Date to the Expiration Date is sometimes hereinafter referred to as the "Exercise Period." The Exercise Price and the Warrant Shares issuable upon exercise of the Warrant Shares are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 9 of this Agreement. Subject to the provisions of this Agreement and upon five Business Days prior written notice to the Company, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrants beginning at 12:00 a.m. on January 25, 1996, and expiring at 11:59 p.m., Florida time on January 31, 1999, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable shares of Common Stock specified non-assessable Shares to which the Holder may at the time be entitled to purchase pursuant to such Warrants, subject to the conditions set forth in such Warrantthis paragraph, upon on surrender to the CompanyCompany at the principal office in the city of Clearwater, or its duly authorized agent, Florida of such Warrants, the Warrant Agent with the form of election to purchase attached thereto on the reverse thereof duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon on payment to the Warrant Agent for the account of the Company of the Exercise Price, Warrant Price as adjusted defined and determined in accordance with the provisions of Section Sections 9 of this Agreementand 10 hereof, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of such Exercise the Warrant Price may shall be made in cash or by check payable cashier's check. Subject to the order subsections 5.1 and 5.2 of the Company or by the surrender and delivery of Notes in an aggregate principal amount equal to the Exercise Price. Upon each this section, on such surrender of Warrants Warrants, and payment of the Exercise Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon on the written order of the Warrant Holder of such Warrants and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 13 of this Agreement) in such name or names as such Warrant the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon on the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any . No fractional Warrant Shares otherwise shall be issuable upon on such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder Holder of record Record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price Warrant Price, as aforesaid; PROVIDEDprovided, HOWEVERhowever, that if, at the date of surrender of such Warrants and payment of such Exercise Warrant Price, the transfer books for the Common Stock Shares or other class of stock purchasable upon on the exercise of such Warrants shall be closed, the certificates for the shares Shares in respect of which such Warrants are then exercised shall be issuable as of the next succeeding date on which such books shall next be opened (whether before or after expiration of the exercise period) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; PROVIDEDprovided further, FURTHERhowever, that the transfer booksbooks of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 60 days. The rights right of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holders thereof, either in fullfull or from time-to-time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants will be issued for the remaining number of Shares, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this section and of Section 3 hereof and the Company, whether required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Term of Warrants; Exercise of Warrants. Each Warrant entitles the Warrant Holder registered owner thereof to purchase 106.3 shares of Common Stock one Share at a purchase price equal to $2.6875 per Share (as adjusted from time to time pursuant to the Exercise Price at any tune after November 30provisions hereof, 1995 (the "Effective Date") and before 5:00 p.m., prevailing Central Time, on November 30, 2004 (the "Expiration DateExercise Price"). On the Expiration Date, all rights evidenced by the Warrants shall cease and the Warrants shall become void. The period from the Effective Date to the Expiration Date is sometimes hereinafter referred to as the "Exercise Period." The Exercise Price and the Warrant Shares issuable upon exercise of the Warrant Shares Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 9 8 of this Agreement. Subject to the provisions of this Agreement and upon five Business Days prior written notice to the CompanyAgreement, each Warrant Holder shall have the right, which may be exercised as set forth in such Warrants for a period commencing on the Issue Date and ending three years from the Issue Date, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable shares of Common Stock (rounded up to the nearest full share) specified in such WarrantWarrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election Election to purchase Purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 9 8 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of such Exercise Price may be made in cash or by certified check or official bank check payable to the order of the Company or by the surrender and delivery Company. No adjustment shall be made for any dividends on any Shares issuable upon exercise of Notes in an aggregate principal amount equal to the Exercise Pricea Warrant. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch (and in no event more than three business days from the date of each such surrender and payment) to or upon the written order of the Warrant Holder of such Warrants and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 13 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; PROVIDEDprovided, HOWEVERhowever, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of stock purchasable securities issuable upon the exercise of such Warrants shall be closed, the certificates for the shares Shares shall be issuable as of the next succeeding date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; PROVIDEDprovided, FURTHERfurther, however, that the transfer booksbooks of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holders Holder(s) thereof, either in fullfull or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered.