Common use of Exercise Clause in Contracts

Exercise. Subject to the provisions of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.

Exercise. Subject Optionee shall exercise the Option by delivering a notice (the "Exercise Notice") to Lonstein specifying (i) the provisions number of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Option Shares with respect to which it intends to exercise the Warrant has been exercisedOption, irrespective and (ii) a date not less than three business days nor more than ten business days after the date on which the Exercise Notice is dated, on which the purchase and sale contemplated thereby is to be consummated (the "Option Closing Date"); provided, that, to the extent necessary, any Option Closing Date shall be automatically delayed until that date which is three business days after the termination or expiration of all applicable waiting periods under the HSR Act. No Exercise Notice shall be delivered after May 10, 2007. On the Option Closing Date, Lonstein will deliver to Optionee, at the offices of White & Case LLP, 1155 Avenue of the date of delivery of Americas, New York, New York, a certificate or certificates representing the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of ExerciseOption Shares being purchased. Notwithstanding anything herein Optionee will purchase such Option Shares from Lonstein by delivering to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in Lonstein an amount equal to the applicable number then effective Purchase Price per share of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing Common Stock multiplied by the number of Warrant Option Shares to be purchased and on the date of such purchasesrelevant Option Closing Date. The Company aggregate Purchase Price with respect to the purchased Option Shares shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, be paid by acceptance certified or bank cheque delivered in the amount of the Warrant, acknowledge and agree that, by reason of aggregate Purchase Price tendered to Lonstein at the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any Option closing; provided that upon notice to Optionee given time may be not less than two business days prior to the amount stated on Closing Date, Lonstein may require that the face thereofaggregate Purchase Price with respect to the purchased Option Shares be paid by wire transfer of immediately available funds to an account or accounts designated by Lonstein at least two business day prior to the Option Closing Date.

Exercise. Subject to the provisions of this Section 8.6, the Warrant and Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), which shall be irrevocable except as set forth in this AgreementSection 8.6(a). The redemption shall occur on the Specified Redemption Date; provided, however, a Warrant countersigned by the Warrant Agent Specified Redemption Date shall not occur until such later date as may be exercised by specified pursuant to any agreement with an Original Limited Partner. An Original Limited Partner may exercise a Redemption Right any time and any number of times. A Redeeming Partner may not exercise the Registered Holder thereof by notice in writing to the office Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Warrant Agent, Units held by such Redeeming Partner. If (i) an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice a Redemption Right hereunder and (ii) the issuance of Exercise shall be required, nor shall any medallion guarantee (or other type a Share Amount pursuant to the exercise of guarantee or notarization) a Redemption Right would violate the provisions of any Notice of Exercise form be required. Upon delivery Section 5.2 of the Notice Articles of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record Incorporation as a result of the Warrant ownership of such Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price so acquired by such Original Limited Partner (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the date exercise of such purchases. The Company shall deliver any objection Redemption Right to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of comply with the provisions of this paragraph, following the purchase of a portion said Section 5.2 of the Warrant Shares hereunderArticles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the number amount which would be payable to such Redeeming Partner pursuant to Section 5.3 of Warrant the Articles of Incorporation if such Excess Shares available for purchase hereunder at were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Section 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any given time may be less than the amount stated on the face thereofform of waiver or exemption thereunder.

Exercise. Subject Each Tag-along Stockholder shall exercise its right to participate in a Tag-along Sale by delivering to the provisions Selling Stockholders a notice (a “Tag-along Notice”) stating its election to do so and specifying the number of its Company Shares it desires to Transfer in such Tag-along Sale (up to the maximum number it is permitted to Transfer pursuant to this Section 3.04) no later than twenty (20) days after receipt of the Warrant Sale Notice (the “Tag-along Period”). The election by a Tag-along Stockholder set forth in its Tag-along Notice shall be irrevocable except as provided in this Section 3.04(c), and this Agreementsuch Tag-along Stockholder shall be bound and obligated, a Warrant countersigned by and entitled, to Transfer such Company Shares in the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing proposed Tag-along Sale on and subject to the office of the Warrant Agent, or to the office of its successor as Warrant Agentterms and conditions set forth in this Section 3.04. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No inkEach Tag-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder along Stockholder shall have the effect right to Transfer in a Tag-along Sale up to the same percentage of lowering its Company Shares as the outstanding percentage of the Company Shares held by the Selling Stockholders being Transferred in such Tag-along Sale. For the avoidance of doubt, if the aggregate number of Warrant Company Shares purchasable thereunder that the Tag-along Participating Stockholders have elected to Transfer in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing Tag-along Sale exceeds the number of Warrant Company Shares purchased and that the date of such purchases. The Company shall deliver any objection Proposed Transferee is willing to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assigneeacquire, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, then the number of Warrant Company Shares available for purchase hereunder at any given time may that each Tag-along Participating Stockholder will Transfer in the Tag-along Sale shall be proportionately reduced until the aggregate number of Company Shares that the Tag-along Participating Stockholders will Transfer in such Tag-along Sale equals the number of Company Shares that the Proposed Transferee is willing to acquire; provided, that in no event will the number of Company Shares that the Tag-along Stockholder is permitted to sell in the Tag-along Sale be reduced to less than the amount stated on same percentage of such Tag-along Stockholder’s Company Shares as the face thereofpercentage of the Company Shares held by the Selling Stockholders being Transferred in such Tag-along Sale. Notwithstanding the foregoing, if the terms of, or agreements for, a Tag-along Sale materially change from those provided in the Sale Notice or if the percentage of the Company Shares owned by the Selling Stockholders to be Transferred in the Tag-along Sale shall change from the percentage set forth in the Sale Notice, the Selling Stockholders shall deliver to each Tag-along Stockholder (whether or not such Tag-along Stockholder has previously sent a timely Tag-along Notice) an updated Sale Notice reflecting such changes and each Tag-along Stockholder shall have the right, exercisable within ten (10) Business Days, to elect to participate in, change its participation in or withdraw its participation in such Tag-along Sale.

Exercise. Subject to the provisions of Sections 4, 7 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised at a price (the "Exercise Price") of $1.00 per share, in whole or in part, commencing on the date of issuance (the "Initial Exercise Date") and terminating on June 30, 2002, unless extended by the Company's Board of Directors (the "Exercise Period"), at any time during such period that the Company's Registration Statement with respect to the Warrant Shares is effective and this Agreement, a Warrant countersigned by current. The Company shall promptly notify the Warrant Agent may of the effectiveness of such Registration Statement, any suspension of effectiveness and of any such extension of the Exercise Periods. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing and will be delivered together with payment to the office Warrant Agent at 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, (the "Corporate Office") or such other place as designated by the Company, in cash or by official bank or certified check, of the Warrant Agent, or an amount equal to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in good certified check Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price to the exercising Registered Holder or good bank draft payable to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Warrant Agent within three (3) trading days of Company. Upon the exercise of any Warrant. No ink-original Notice of Exercise , the Warrant Agent shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery promptly deposit the payment into a segregated account established by mutual agreement of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of Company and the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than Agent at a federally insured commercial bank. All funds deposited in the case of escrow account will be disbursed on a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant weekly basis to the Company until the Registered Holder has purchased all of once they have been determined by the Warrant Shares available under Agent to be collected funds. Once the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the Company for cancellation within three (3) trading days shareholder, will be deducted from the exercise fee submitted prior to distribution of the date the final Notice of Exercise is delivered funds to the Company. Partial exercises A detailed accounting statement relating to the number of a shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the exercise periods. A complete accounting will be made by the Warrant resulting in purchases Agent to the Company concerning all persons exercising Warrants, the number of a portion shares issued and the amounts paid at the completion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchasedExercise Period. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and the date of such purchasescontrary. The Company Warrants shall deliver any objection not entitle the holder thereof to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and agree that, purchased the shares of Common Stock prior to the record date fixed by reason the Board of Directors of the provisions Company for the determination of this paragraph, following the purchase holders of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCommon Stock entitled to such dividend or other right.

Exercise. Subject To the extent that the SAR becomes and remains exercisable as provided in Section 3 and subject to any reasonable administrative regulations as the Board or the Committee may have adopted, the SAR may be exercised, in whole or in part, by notice to the provisions Secretary of the Warrant and this Agreement, a Warrant countersigned by Company or the Warrant Agent may be exercised by the Registered Holder thereof by notice Option Administration Department in writing given 15 business days prior to the office date on which the Grantee expects to exercise the SAR (the “Exercise Date”), specifying the number of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant SAR Shares with respect to which the Warrant has been exercisedSAR is being exercised (the “Exercise Shares”) and the expected Exercise Date, irrespective provided that if shares of Common Stock are traded on a U.S. national securities exchange or bid and ask prices for shares of Common Stock are quoted over the NASDAQ National Market (“NASDAQ”) operated by the National Association of Securities Dealers, Inc., notice may be given five business days before the Exercise Date. Upon exercise of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrarySAR, the Registered Holder Grantee shall not be required entitled to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of receive a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have shares of Common Stock (the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount “Net SAR Shares”) equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing quotient obtained by dividing x by y, where: x = the number of Warrant Exercise Shares purchased and multiplied by the date excess, if any, of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1A) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase Fair Market Value of a portion share of Common Stock on the Warrant Shares hereunderExercise Date over (B) the Exercise Price, and y = the Fair Market Value of a share of Common Stock on the Exercise Date. No fractional share of Common Stock shall be issued to make any payment with respect to the SAR; if any fractional share would be issuable, the number of Warrant Net SAR Shares available for purchase hereunder at payable to the Grantee shall be rounded down to the next whole share (no payment of cash, shares or other consideration shall be made with respect to any given time fractional share). The Company may be less than require the amount stated on Grantee to furnish or execute any other documents that the face thereofCompany reasonably deems necessary (i) to evidence the exercise, (ii) to determine whether registration is then required under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and (iii) to comply with or satisfy the requirements of the Securities Act, applicable state or non-U.S. securities laws or any other law.

Exercise. Subject to the provisions (a) Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised by the Registered Holder thereof by notice in writing commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the office conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by their holders or redeemed by the Company as follows: Exercise of Warrants shall be accomplished upon surrender of the Warrant AgentCertificate evidencing such Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at its business office, together with payment to the Warrant Agent of the Exercise Price (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid by certified or bank cashier's check, payable in lawful money of the United States of America to the order of the Warrant Agent, who shall in good certified turn make prompt payment to the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and upon exercise thereof, the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the securities issued thereby as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised in the manner described in this subsection (a), the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause payment in cash or by check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days of Company, equal to the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than of such Warrants, to be deposited promptly in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered Company's bank account or paid directly to the Company. Partial exercises of a Warrant resulting in purchases of a portion of , as specified by the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCompany.

Exercise. Subject (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company of a duly executed facsimile copy of the Warrant and this Agreement, a Warrant countersigned by Notice of Exercise Form annexed hereto (or such other office or agency of the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of such Holder appearing on the books of the Warrant AgentCompany); and, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money within 3 Trading Days of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original date said Notice of Exercise is delivered to the Company, the Company shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided received payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exerciseshares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days 3 Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. (a) Subject to the provisions Section 1, exercise of the purchase rights represented by this Warrant and this Agreement, a with respect to Warrant countersigned by the Warrant Agent Shares may be exercised made, in whole or in part, at any time or times on or after the Issue Date and on or before the Termination Date by delivery to the Registered Holder thereof Company (or such other office or agency of the Company as it may designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office books of its successor the Company) of a duly completed and executed copy of a notice of exercise substantially in the form attached hereto as Warrant AgentExhibit A (a “Notice of Exercise”). The aggregate Warrant Price date on which such delivery shall have taken place (or be deemed to have taken place) shall be paid referred to herein as the “Exercise Date”. Within seven (7) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in lawful money the applicable Notice of the Exercise by wire transfer or cashier’s check drawn on a United States bank; provided, however, in good certified check or good bank draft payable the event that the Holder has not delivered such aggregate Exercise Price within seven (7) Trading Days following the date of such exercise as aforesaid, the Company shall not be obligated to the order of the deliver such Warrant Agent within three (3) trading days of the exercise of any WarrantShares hereunder until such payment is made. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, subject to Section 5(k), the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days of Business Days after the date the final Notice of Exercise is delivered to the Companyrelevant event shall have occurred. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one two (12) Business Day Days of receipt of such notice, including any objection to the Holder’s calculation of the Reference Price (as defined in Section 1(b)). The Registered Holder and any assigneeHolder, by acceptance of the this Warrant, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarizationCompany) of any Notice of Exercise form be required. Upon delivery a duly executed copy of the Notice of Exercise Form annexed hereto sent by facsimile or as a scanned e-mail attachment to the e-mail address provided by the Company to the Holder. No notarization, medallion stamp guarantee, guarantee or other requirement shall be required of the Holder to effect exercises of the Warrant hereunder. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of deliver the aggregate Exercise Price (other than for the shares specified in the case applicable Notice of Exercise by wire transfer or cashier’s check drawn on a Cashless ExerciseUnited States bank unless the cashless exercise procedure specified in Section 2(c) below is received within three Trading Days of delivery of specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject (a) Warrants in denominations of one or whole number multiples thereof can be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Exercise Expiration Date, upon the terms and subject to the provisions conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant and this AgreementCertificate representing such Warrant, a Warrant countersigned by with the Warrant Agent may be exercised exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by notice in writing certified check made payable to the office Warrant Agent for the account of the Warrant AgentCompany, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid an amount in lawful money of the United States of America equal to the applicable Purchase Price, together with any and all applicable taxes due in connection with the exercise thereof, has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrant, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by certified check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days of Company, equal to the exercise of any Warrant. No ink-original Notice of Exercise shall Purchase Price, to be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than deposited promptly in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of ExerciseCompany's bank account. Notwithstanding anything herein to the contraryIn addition, the Registered Holder if such Warrants shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has have been exercised in full, in the Warrant Agent shall deliver to such person a new countersigned Warrant for the number of shares as to which casesuch Warrant shall not have been exercised. Notwithstanding the foregoing, the Registered Holder Company shall surrender the Warrant not be obligated to deliver any securities pursuant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises exercise of a Warrant resulting in purchases of unless a portion of registration statement under the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal Securities Act with respect to the applicable number of Warrant Shares purchasedsuch securities is effective. The Warrants may not be exercised, or securities issued to, any Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of in any state in which such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may exercise would be less than the amount stated on the face thereofunlawful.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarizationCompany) of any Notice of Exercise form be required. Upon delivery a duly executed facsimile copy of the Notice of Exercise Form annexed hereto. Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of deliver the aggregate Exercise Price (other than for the shares specified in the case applicable Notice of Exercise by wire transfer or cashier’s check drawn on a Cashless ExerciseUnited States bank unless the cashless exercise procedure specified in Section 2(c) below is received within three Trading Days of delivery of specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrarycontrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Registered Company), the Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in fullNEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, in which caseAS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. FORM OF CLASS A COMMON STOCK PURCHASE WARRANT ATTITUDE BEER HOLDING CO. Warrant No: 2 Issue Date: January 22, 2015 THIS COMMON STOCK PURCHASE WARRANT (the Registered Holder shall surrender “Warrant”) certifies that, for value received, TARPON BAY PARTNERS LLC, Executive Pavilion, 90 Xxxxx Xxxxxx, Xxxxxxxxxx XX 00000 Fax: (203) 431– 8301 or its assigns (the Warrant “Holder”) is entitled, upon the terms and subject to the Company for cancellation within three limitations on exercise and the conditions hereinafter set forth, and on or prior to the close of business on the seven (37) trading days year anniversary of the date Initial Exercise Date (the final Notice of Exercise is delivered “Termination Date”) but not thereafter, to subscribe for and purchase from ATTITUDE BEER HOLDING CO., a Delaware corporation (the “Company. Partial exercises of ”), a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount shares equal to the applicable number of Warrant Shares purchased. The Registered share the Holder and could acquire upon the complete conversion of the Note issued to it by the Company shall maintain records showing on or about the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection Issue Date (as subject to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares adjustment hereunder, the number “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant Shares available for purchase hereunder at any given time may shall be less than equal to the amount stated on the face thereofExercise Price, as defined in Section 2(b).

Exercise. Subject This Warrant may be exercised, in whole or in part, at any time and from time to time during the Exercise Period. Such exercise shall be accomplished by tender to the provisions Company of an amount equal to the Warrant and this Agreement, a Warrant countersigned Exercise Price multiplied by the Warrant Agent may be exercised number of underlying shares being purchased (the “Purchase Price”), either (a) in cash, by the Registered Holder thereof wire transfer or by notice in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft cashier’s check, payable to the order of the Company, or (b) by surrendering such number of shares of Common Stock received upon exercise of this Warrant Agent within three with an aggregate Fair Market Value (3as defined below) trading days equal to the Purchase Price (as described in the following paragraph, a “Cashless Exercise”), together with presentation and surrender to the Company of this Warrant with an executed subscription agreement in substantially the form attached hereto as Exhibit A (the “Subscription”). Upon receipt of the foregoing, the Company will deliver to the Holders, as promptly as possible, a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Holders or its transferee (as permitted under Section 3 below). With respect to any exercise of any this Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall Holders will for all purposes be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which number of shares of Common Stock purchased hereunder on the Warrant date the Subscription has been exercisedproperly executed and delivered to the Company and payment of the Purchase Price has been received by the Company (the “Exercise Date”), irrespective of the date of delivery of the Warrant Shares; provided payment certificate evidencing such shares of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contraryCommon Stock, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in fullexcept that, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and if the date of such purchasesreceipt is a date on which the stock transfer books of the Company are closed, such person will 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 Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holders will be entitled to receive cash equal to the current Fair Market Value (as defined below) of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Date. In the event this Warrant is exercised in part, the Company shall deliver any objection issue a new Warrant to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of Holders covering the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the aggregate number of shares of Common Stock as to which this Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofremains exercisable for.

Exercise. Subject to the provisions of the Global Warrant and this Agreementin accordance with the procedures of DTC, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by delivering to the Warrant countersigned Agent, (i) not later than 5:00 P.M., Eastern Time, on any Business Day during the Exercise Period a notice of exercise of the Warrants to be exercised (A) in the form attached as Annex A to the Global Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”) , (ii) within one (1) Trading Day following the delivery of the Election to Purchase, Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent may to DTC from time to time, and (iii) within the earlier of (A) two (2) Trading Days and (B) the number of Trading Days comprising the Standard Settlement Period (as defined in the Global Warrant) following the date of exercise as aforesaid, the Exercise Price for each Warrant to be exercised by (and, if applicable, any taxes or charges due in connection with the Registered Holder thereof by notice in writing to the office exercise of the Warrant Agentsuch Warrants), or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good of America by (A) certified or official bank check or good wire transfer from a United States bank draft payable to the order of Warrant Agent or (B) payment to the Warrant Agent within three (3) trading days of through the DTC system, unless cashless exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Companyapplicable. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Notwithstanding anything herein to the contrary, the Holder and shall not be required to physically surrender the Company shall maintain records showing Global Warrant to the number of Warrant Shares Agent until the Holder has purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion all of the Warrant Shares hereunderavailable hereunder and the Global Warrant has been exercised in full, in which case, the number Holder shall surrender the Global Warrant to the Company for cancellation within three (3) Trading Days of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated date on which the face thereoffinal Election to Purchase is delivered to the Company.

Exercise. Subject to the provisions of the (a) Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the cash or check received from the exercise of a Warrant in an account for the benefit of the Company and shall notify the Company in writing to of the office exercise of the Warrants. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, or the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent to the office of its successor as person or persons entitled to receive the same a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Agent. The aggregate Warrant Price shall be paid in lawful money Certificate for any remaining unexercised Warrants of the United States in good certified check or good bank draft payable to the order of Registered Holder), provided that the Warrant Agent within three (3) trading days shall refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery Warrant and clearance of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of funds received, the Warrant Shares with respect to which Agent shall promptly remit the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender for the Warrant to the Company for cancellation within three (3) trading days or as the Company may direct in writing. Notwithstanding anything in the foregoing to the contrary, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission a registration statement under the Act covering the shares of Preferred Stock issuable upon exercise of such Warrant and such shares have been so registered or qualified or deemed to be exempt under the securities laws of the date the final Notice state of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion residence of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchasesWarrant. The Company shall deliver any objection use its best efforts to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of have all shares so registered or qualified on or before the Warrant, acknowledge and agree that, by reason of date on which the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofWarrants become exercisable.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on July 1, 1998 and prior to 5:00 P.M., Eastern Standard Time on June 30, 2001, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder 2 is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) such fraction of a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the Warrant has been exercised, irrespective third anniversary of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofissuance.

Exercise. Subject to the provisions of the Warrant and this AgreementGlobal Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by delivering to the Warrant countersigned Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Exercise Period a notice of exercise of the Warrants to be exercised (A) in the form attached to the Global Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”) and (ii) within one (1) Trading Day of the Date of Exercise, Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant Agent, or DTC from time to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Companytime. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Notwithstanding anything herein to the contrary, the Holder and shall not be required to physically surrender a Warrant Certificate until the Company shall maintain records showing the number of Warrant Shares Holder has purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion all of the Warrant Shares hereunderavailable thereunder and the Warrant has been exercised in full, in which case, the number Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. For avoidance of doubt, the Warrant Agent shall have no liability for the Company’s failure for any reason to deliver to the Holder the Warrant Shares available subject to a Notice of Exercise by the Warrant Share Delivery Date (as defined in the Warrant). All other requirements for purchase hereunder at any given time may the exercise of a Warrant (which shall not be less than inconsistent with the amount stated on terms and conditions of this Agreement) shall be as set forth in the face thereofWarrant and the exercise of a Warrant shall be conducted in accordance with the customary procedures of the Warrant Agent.

Exercise. Subject to the provisions (a) Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 4 and 8 hereof and in the applicable Warrant Certificate). A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by notice in writing check made payable to the office Warrant Agent for the account of the Warrant AgentCompany, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid an amount in lawful money of the United States of America equal to the Applicable Purchase Price has been received in good certified funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within three business days after such date, if any Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock and Class A Warrants Certificates, if applicable, deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requiredCompany, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and Applicable Purchase Price, to be deposited promptly in the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCompany's bank account.

Exercise. Subject to the provisions (a) Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by notice in writing check made payable to the office Warrant Agent for the account of the Warrant AgentCompany, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good certified funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after having received authorization from the Company, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrant, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check or good bank draft made payable to the order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) At any time upon the exercise of any Warrants after one (1) year and one day from the date hereof, the Warrant Agent shall, on a daily basis, within three (3) trading two business days after such exercise, notify the Underwriter, and its and their successors or assigns, of the exercise of any Warrant. No ink-original Notice such Warrants and shall, on a weekly basis (subject to collection of Exercise shall be requiredfunds constituting the tendered Purchase Price, nor shall any medallion guarantee but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the Underwriter (or other type so long as the Underwriter solicited the exercise of guarantee or notarizationsuch Warrant as indicated upon the Subscription Form attached to the Warrant Certificate tendered for exercise), an amount equal to seven percent (7%) of any Notice the Purchase Price of Exercise form be required. Upon delivery such Warrants being then exercised if written certification is received that (i) the Warrant is exercised at least 12 months after the date of this Prospectus; (ii) the market price of the Notice Common Stock on the date that the Warrant is exercised is greater than the exercise price of Exercise the Holder shall be deemed for all corporate purposes to have become Warrants; (iii) the exercise of the Warrants was solicited by a member of the National Association of Securities Dealers, Inc.; (iv) the Warrant is not held in a discretionary account; (v) disclosure of the compensation arrangements is made at the time of the exercise of the Warrant; (vi) the holder of record the Warrant has stated in writing that the exercise was solicited and designated in writing the soliciting broker-dealer; and (vii) the solicitation of exercise of the Warrant Shares with respect to which was not in violation of Rule 10b-6 promulgated under the Exchange Act; provided that the Warrant has been exercised, irrespective of the date of delivery of Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Shares; Agent's obligation to make such payments shall be suspended until the amount payable aggregate $1,000, and provided further, that, in any event, any such payment (regard less of the aggregate Exercise Price amount) shall be made not less frequently than monthly. (other than in the case of a Cashless Exercisec) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder The Company shall not be required to physically surrender its Warrant issue fractional shares upon the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company until of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderHolder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant Shares available (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to unlisted trading privileges on the NYSE or the AMEX or is traded on the Nasdaq/NM, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges or Nasdaq/NM had the highest average daily trading volume for purchase hereunder the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on either the NYSE or the AMEX and is not traded on Nasdaq/NM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the average of the last reported closing bid and asked prices (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock is not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX, and is not traded on Nasdaq/NM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any given time may national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (5) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the amount stated on book value thereof as of the face thereofend of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally accepted accounting principles, consistently applied. SECTION 5.

Exercise. Subject to The Option shall be exercisable in full three years after the provisions Grant Date. On each anniversary of the Warrant Grant Date, the Holder may purchase a cumulative installment of one third of the Option Shares, so that from and this Agreement, a Warrant countersigned by after the Warrant Agent third anniversary of the Grant Date the Holder may purchase all of the Option Shares. The Option may be exercised in whole or in part, at the option of Holder, on or before the Expiration Date (hereinafter defined) by the Registered Holder thereof by notice in writing delivering to the office Company written notice of Holder's exercise ("Exercise Notice") stating the Warrant Agentamount of Option Shares to be purchased thereby, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified accompanied by a check or good bank draft ("Check") made payable to the order of the Warrant Agent Company for the aggregate sum due for the Option Shares then being purchased. As soon as practicable thereafter, and in any event within three ten (310) trading business days of the exercise Company's receipt of any Warrantthe Exercise Notice and a Check, the Company shall issue and deliver to Holder a certificate representing the Option Shares being purchased pursuant to such Exercise Notice. No ink-original Notice of Exercise Each such certificate shall bear the legend or legends required by applicable securities laws as well as such other legends the Company requires to be included on certificates for its Common Stock. Such certificate or certificates shall be required, nor shall deemed to have been issued and Holder or any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form persons so designated to be required. Upon delivery of the Notice of Exercise the Holder named therein shall be deemed for all corporate purposes to have become the a holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days shares as of the date the final Exercise Notice of Exercise is delivered to the Company. Partial exercises In the case of a Warrant resulting in purchases of a portion an exercise for less than all of the total number of Warrant Option Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal permitted to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares be purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder Holder shall reserve the right to exercise the Option at any given time may be less than and from time to time prior to the amount stated on Expiration Date for the face thereofremainder of the Option Shares.

Exercise. Subject to the provisions (a) Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by notice in writing check made payable to the office Warrant Agent for the account of the Warrant AgentCompany, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good certified funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same, a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company and the Representative in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requiredCompany, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and Purchase Price, to be deposited promptly in the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCompany's bank account.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States in good certified check Company) of a duly executed facsimile copy (or good bank draft payable to the order e-mail attachment) of the Warrant Agent within three (3) trading days Notice of Exercise in the exercise of any Warrantform annexed hereto. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall shall, but without delaying the Company’s requirement to deliver Warrant Shares on the applicable Warrant Share Delivery Date (as defined below), surrender the this Warrant to the Company for cancellation within three (3) trading days of as soon as practicable following the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Trading Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarizationCompany) of any Notice of Exercise form be required. Upon delivery a duly executed copy of the Notice of Exercise Form annexed hereto sent by facsimile or as a scanned e-mail attachment to the e-mail address provided by the Company to the Holder and no notarization, medallion stamp guarantee, guarantee or other requirement shall be required of the Holder to effect exercises of the Warrant hereunder. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of deliver the aggregate Exercise Price (other than for the shares specified in the case applicable Notice of Exercise by wire transfer or cashier’s check drawn on a Cashless ExerciseUnited States bank unless the cashless exercise procedure specified in Section 2(c) below is received within three Trading Days of delivery of specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject This Warrant may be exercised, in whole or in part, at any time and from time to time during the Exercise Period. Such exercise shall be accomplished by tender to the provisions Company of an amount equal to the Warrant and this Agreement, a Warrant countersigned Exercise Price multiplied by the Warrant Agent may be exercised number of underlying shares being purchased (the “Purchase Price”), either (i) in cash, by the Registered Holder thereof wire transfer or by notice in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft cashier’s check, payable to the order of the Company, or (ii) by a “Cashless Exercise” as set forth in Section 2(b), together with presentation and surrender to the Company of this Warrant Agent within three with an executed subscription agreement in substantially the form attached hereto as Exhibit A (3) trading days the “Subscription”). Upon receipt of the foregoing, the Company will deliver to the Holder, as promptly as possible, a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Holder or the Holder’s transferee (as permitted under Section 3 below). With respect to any exercise of any this Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall will for all purposes be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which number of shares of Common Stock purchased hereunder on the Warrant date the Subscription has been exercisedproperly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Date”), irrespective of the date of delivery of the Warrant Shares; provided payment certificate evidencing such shares of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contraryCommon Stock, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in fullexcept that, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and if the date of such purchasesreceipt is a date on which the stock transfer books of the Company are closed, such person will 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 Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Date. In the event this Warrant is exercised in part, the Company shall deliver issue a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the new Warrant, acknowledge and agree that, by reason of a “New Warrant”) to the provisions of this paragraph, following Holder covering the purchase of a portion of the Warrant Shares hereunder, the aggregate number of shares of Common Stock as to which this Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofremains exercisable.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the Warrant has been exercised, irrespective second anniversary of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofissuance.

Exercise. Subject (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarizationCompany) of any Notice of Exercise form be required. Upon delivery a duly executed copy of the Notice of Exercise Form annexed hereto. Within two Trading Days following the date of exercise as aforesaid, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of deliver the aggregate Exercise Price (other than for the shares specified in the case applicable Notice of Exercise by wire transfer or cashier’s check drawn on a Cashless ExerciseUnited States bank, unless the cashless exercise procedure specified in Section 2(c) below is received within three Trading Days of delivery of specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrarycontrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Registered Company), the Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Trading Day of receipt delivery of such notice. The Registered Holder and any assignee, by acceptance of the Warrantthis Warrant or any transferee, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraphSection 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the Company) of a duly executed copy of the Notice of Exercise Form annexed hereto. Within two Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in 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 good certified check or good bank draft payable to Section 2(c) below is specified in the order applicable Notice of the Warrant Agent within three (3) trading days of the exercise of any WarrantExercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrarycontrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Registered Company), the Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Trading Day of receipt delivery of such notice. The Registered Holder and any assignee, by acceptance of the Warrantthis Warrant or any transferee, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraphSection 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in 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 good certified check or good bank draft payable to Section 2(c) below is permitted and is specified in the order applicable Notice of Exercise; provided, however, in the Warrant Agent event that the Holder has not delivered such aggregate Exercise Price within three (3) trading days Trading Days following the date of such exercise as aforesaid, the exercise of any WarrantCompany shall not be obligated to deliver such Warrant Shares hereunder until such payment is made. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one two (12) Business Day Days of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject to the provisions of the Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. Warrants may only be exercised for purchase of whole shares of Common Stock. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Registered Holders thereof, either in full or from time to time in part. Warrants may be exercised upon surrender to the Company at the principal office of the Warrant Agent, of the certificate or certificates evidencing the Warrants to be exercised (except as otherwise provided herein), together with the form of election to purchase on the reverse thereof duly filled in and signed and upon payment to the office Warrant Agent for the account of its successor as Warrant Agentthe Company of the purchase price for the number of shares of Common Stock issuable on exercise of the Warrants then being exercised. The Payment of the aggregate Warrant Price purchase price shall be paid made in lawful money of the United States in good cash or by certified check or good official bank draft payable check. A Warrant shall be deemed to have been exercised immediately prior to the order close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent within three (3) trading days shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee event within five (or other type of guarantee or notarization5) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of business days after the date of delivery such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Shares; provided Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the aggregate Exercise Purchase Price (other than in pursuant to such Warrants. Upon the case exercise of a Cashless Exercise) is received within three Trading Days of delivery any Warrant and clearance of the Notice of Exercise. Notwithstanding anything herein to the contraryfunds received, the Registered Holder Warrant Agent shall not be required to physically surrender its Warrant to promptly remit the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender payment received for the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and or as the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofdirect in writing.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on August 21, 1998 and prior to 5:00 P.M., Eastern Standard Time on December 31, 1998, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) such fraction of a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the Warrant has been exercised, irrespective third anniversary of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofissuance.

Exercise. Subject to the provisions of the Section 10, this Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the Registered Holder thereof date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in writing the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office of the Warrant Agentand accompanied by payment in full, in cash or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified by check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of Company, in the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment amount of the aggregate Exercise Price (other than in for the case Warrant Shares covered by such exercise. In lieu of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein exercising this Warrant pursuant to the contraryimmediately preceding sentence, the Registered Holder shall not be required have the right to physically surrender its require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company until accompanied by a conversion notice (in the Registered Holder form attached hereto as Exhibit B) that has purchased all been duly completed and signed. Upon exercise of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which caseConversion Right, the Registered Company shall deliver to Holder shall surrender the Warrant to the Company for cancellation within three (3without payment by Holder of any Exercise Price) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total that number of Warrant Shares available thereunder shall have that is equal to the effect quotient obtained by dividing (x) the value of lowering this Warrant (or the outstanding portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable thereunder in an amount equal upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable number adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, and the use of the term "exercise" herein, shall be deemed to include, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares purchased. The Registered Holder issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the Company holding period for the Warrant Shares shall maintain records showing be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares purchased subject to such partial exercise, and the date Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of such purchases. The Company shall deliver any objection to any Notice like tenor in the name of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assigneeHolder, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, reflecting the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofremaining after such exercise.

Exercise. Subject to the provisions of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing delivery to the office Company in the form attached hereto (“Notice of the Warrant Agent, or to the office of its successor as Warrant AgentExercise”). The aggregate Warrant Exercise Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days Trading Days of the delivery of Notice of Exercise in connection with a exercise of any Warrant, unless cashless exercise is used. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Registered Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. For purposes herein, “Trading Day” means (i) a day on which the Company’s primary Trading Market (as defined below) is open for business, or (ii) if the Common Stock is not then listed or quoted for trading on a Trading Market, a Business Day. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.

Exercise. Subject to the provisions of the Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice at any time after the Warrant is detached from the Unit and is separately traded, (the Initial Exercise Date), but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the Warrant Certificate. The Warrants shall be exercisable during such period on each business day that an applicable registration statement with respect to the Common Stock issuable upon exercise is effective. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the office person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder); provided, however, that prior to the date of issuance of such certificates the Warrant Agent shall verify clearance of the checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. The Company may at any time during business hours, examine the records of the Warrant Agent, or including its ledger of original Warrant Certificates returned to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the upon exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofWarrants.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States in good certified check or good bank draft payable to the order Company) of a duly executed facsimile copy of the Warrant Agent within Notice of Exercise Form annexed hereto. Within three (3) trading days Trading Days following the date of exercise as aforesaid, the exercise Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of any WarrantExercise by wire transfer or cashier’s check drawn on a United States bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on August 18, 1998 and prior to 5:00 P.M., Eastern Standard Time on August 18, 2001, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) such fraction of a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the Warrant has been exercised, irrespective third anniversary of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofissuance.

Exercise. Subject to the provisions of the (a) This Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder, in whole or in part, at any time and from time to time, by submitting a purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder thereof or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate by notice in writing to the office of the Warrant AgentRegistered Holder, accompanied by either (i) cash or certified cashier’s check payable to the office Company (or wire transfer of its successor as Warrant Agent. The aggregate Warrant Price shall be paid immediately available funds), in lawful money of the United States States, of the Exercise Price payable in good certified check respect of the number of Warrant Shares purchased upon such exercise (the “Aggregate Exercise Price”); or good bank draft payable to (ii) if permitted by the order Company or if the Warrant Shares issuable upon exercise of the Warrant Agent within three (3) trading days have not been registered under the Securities Act of 1933, as amended, a written notice to the Company that the Registered Holder is exercising this Warrant on a “cashless” exercise basis by authorizing the Company to withhold from issuance a number of any Warrant. No ink-original Notice shares of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record Common Stock issuable upon such exercise of the Warrant Shares with respect to which when multiplied by the Warrant has been exercised, irrespective Fair Market Value (as defined in Section 3 hereof) of the date of delivery of Common Stock is equal to the Warrant Shares; provided payment of the aggregate Aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exerciseand such withheld shares shall no longer be issuable under this Warrant). Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading business days of the date the final Notice of Exercise purchase form is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise purchase form within one (1) Business Day business day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject to the provisions of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent The tag-along right may be exercised by the Registered Holder thereof Tag-Along -------- Stockholder by delivery of a written notice in writing to the office Selling Stockholder (the "Tag-Along Notice") within fifteen (15) business days following receipt of the Warrant Agent, or ----------------- notice specified in the preceding subsection. The Tag-Along Notice shall state the number of Tag-Along Shares that the Tag-Along Stockholder wishes to include in such Transfer to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requiredTransferee, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of number may exceed the total number of Warrant Transfer Shares available thereunder shall have proposed to be transferred but which may not exceed the effect of lowering the outstanding total number of Warrant Shares purchasable thereunder in an amount equal shares of Company Stock owned or controlled by the Tag-Along Stockholder. Upon the giving of a Tag-Along Notice, the Tag-Along Stockholder shall be entitled and obligated to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing sell the number of Warrant Tag-Along Shares purchased set forth in the Tag-Along Notice, subject to adjustment pursuant to the Tag-Along Formula, to the Transferee on the Transferee Terms; provided, however, the -------- ------- Selling Stockholder shall not consummate the sale of any Transfer Shares offered by them if the Transferee does not purchase all Tag-Along Shares which the Tag- Along Stockholder is entitled and the date of such purchasesdesires to sell pursuant hereto. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance After expiration of the Warrantfifteen (15) business day period referred to above, acknowledge and agree that, by reason of if the provisions of this paragraphSection 5.1 have been complied with in all respects, following the purchase Selling Stockholder shall have the right, for a period of a portion forty-five (45) calendar days from the expiration of the Warrant fifteen (15) business day period referred to above, to Transfer the Transfer Shares hereunder, to the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated Transferee on the face thereofTransferee Terms without further notice to any other party.

Exercise. Subject to the provisions of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may SARs shall be exercised by the Registered Holder thereof by notice in writing delivery to the office Company of the Warrant Agent, written or other notice of exercise acceptable to the office Company, setting forth the number of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money shares of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares Stock with respect to which the Warrant has been SAR is to be exercised, irrespective . The date of exercise of the SAR shall be the date of delivery on which the Company shall have received notice from the Grantee of the Warrant Shares; provided payment exercise of such SAR. SARs granted in tandem with the grant of an Option may be exercised for all or part of the aggregate Exercise Price (other than in shares of Stock subject to the case of a Cashless Exercise) is received within three Trading Days of delivery related Option upon the surrender of the Notice of Exercise. Notwithstanding anything herein right to exercise the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a equivalent portion of the total number related Option. SARs granted in tandem with the grant of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal Option may be exercised only with respect to the shares of Stock for which its related Option is then exercisable. With respect to SARs granted in tandem with an Incentive Stock Option, (a) such SAR will expire no later than the expiration of the underlying Incentive Stock Option, (b) the value of the payout with respect to such SAR may be for no more than 100% of the difference between the Option Price of the underlying Incentive Stock Option and the Fair Market Value of the shares of Stock subject to the underlying Incentive Stock Option at the time such SAR is exercised, and (c) such SAR may be exercised only when the Fair Market Value of the shares of Stock subject to the underlying Incentive Stock Option exceeds the Option Price of the Incentive Stock Option. SARs granted independently from the grant of an Option may be exercised upon the terms and conditions contained in the applicable number Award Agreement. In the event the SAR shall be payable in shares of Warrant Shares purchased. The Registered Holder and Stock, a certificate for the shares of Stock acquired upon exercise of an SAR shall be issued in the name of the Grantee, or the Company shall maintain records showing transfer the number shares of Warrant Shares purchased and Stock electronically from its transfer agent to the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of Grantee, as soon as practicable following receipt of such noticenotice of exercise. The Registered Holder and any assignee, by acceptance No fractional shares of Stock will be issuable upon exercise of the WarrantSAR and, acknowledge and agree that, unless provided in the applicable Award Agreement or otherwise determined by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderBoard, the number Grantee will receive cash in lieu of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereoffractional shares of Stock.

Exercise. Subject If Tenant elects to renew this Lease for the Renewal Term, Tenant shall exercise such Renewal Option by sending to Landlord written notice thereof (a “Renewal Notice”), by certified mail, return receipt requested, no later than January 1, 2015, and time shall be of the essence with respect to the giving of the Renewal Notice. If Tenant shall send the Renewal Notice within the time and in the manner herein provided, this Lease shall be deemed renewed for the Renewal Term upon the terms, covenants and conditions in this Lease contained, with the exception of (a) the Fixed Rent or Rent Credit and (b) the Premises shall continue to be leased for such Renewal Term in “as is, where is” condition, subject to Landlord’s ongoing maintenance and repair obligations pursuant to Section 6.1 hereof. Tenant acknowledges that the terms and provisions of the Warrant Lease during the Renewal Term shall: (i) not include a Rent Credit or any other free rent, rent abatement or Landlord’s Contribution, or Landlord’s work-allowance or contribution of any nature, or Landlord’s alterations or work; (ii) provide for the payment of Fixed Rent in the amounts and this Agreement, at the rate set forth in Section 32.3 below; (iii) be a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office lease of the Warrant Agententire Premises as constituted as of December 3, 2015, which may or may not include the Expansion Space as defined in Section 33.1 hereof), and (iv) be in an “as is, where is” condition, subject to the office of its successor as Warrant AgentLandlord’s ongoing maintenance and repair obligations pursuant to Section 6.1 hereof. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder Base Operating Expenses and Base Taxes shall not be required to physically surrender its Warrant to deemed modified during the Company until Renewal Term from the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised definitions set forth in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofLease.

Exercise. Subject (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the Company) of a duly executed copy of the Notice of Exercise Form annexed hereto. Within two Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in 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 good certified check or good bank draft payable to Section 2(c) below is specified in the order applicable Notice of the Warrant Agent within three (3) trading days of the exercise of any WarrantExercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrarycontrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Registered Company), the Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days two Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Trading Day of receipt delivery of such notice. The Registered Holder and any assignee, by acceptance of the Warrantthis Warrant or any transferee, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraphSection 2(a), following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof. The “Initial Exercise Date” shall mean the date registration statement on Form S-1 for the initial registration of the Common Stock is declared effective by the United State Security and Exchange Commission.

Exercise. Subject to the provisions of the (a) Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof at any time during the two year period commencing one year from the Effective Date, or earlier with the consent of the Underwriter, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrant. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by notice the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of the Representative or such other investment banks and brokerage houses as the Company shall approve in writing to the office of the Warrant Agent, by the Representative or such other investment bank or brokerage house, certificates shall immediately be issued without prior notice to the office of its successor as Warrant AgentCompany or any delay. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of Upon the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery Warrant and clearance of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of funds received, the Warrant Shares with respect to which Agent shall promptly remit the payment received for the Warrant has been exercised, irrespective of (the date of delivery of the "Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless ExerciseProceeds") is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to or as the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered may direct in writing, subject to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of Paragraphs 4(b) and 4(c) of this paragraphAgreement. TRANS GLOBAL SERVICES, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.INC. WARRANT AGREEMENT

Exercise. Subject to the provisions of SECTION 10.11, Landlord hereby grants to Tenant an option (the Warrant "SECOND PARCEL B EXPANSION OPTION") to cause this Lease to be amended so as to (i) obligate Landlord to construct on either or both of Parcels B and this Agreement, a Warrant countersigned by D an addition (the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing "SECOND PARCEL B ADDITION") to the office of the Warrant Agent, Initial Building located on Parcel A or to the office First Parcel B Addition (if such Addition shall then exist) and (ii) for all purposes of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money this Lease, add to and include within the definition of the United States in good certified check or good bank draft payable "Premises" such Second Parcel B Addition, add to and include within the definition of the "Land" both of Parcels B and D (unless such Parcels had previously been leased to Tenant hereunder pursuant to Tenant's exercise of the First Parcel B Expansion Option), and cause the Second Parcel B Addition to be deemed to be within the definition of a "Building", all on and subject to the order terms and conditions set forth in this ARTICLE 45 and subject to the additional condition set out in the following sentence. Anything in this Lease to the contrary notwithstanding, Tenant shall not have, and may not exercise, the Second Parcel B Expansion Option unless either (a) Tenant shall have previously duly exercised the First Parcel B Expansion Option and leased the First Parcel B Addition or (b) Tenant shall have paid to Landlord on the first day (without any extensions, notices or grace periods except as expressly provided in SECTION 45.13) of the Warrant Agent Second Parcel B Expansion Period and also on the first day of each succeeding 12-month period within three the Second Parcel B Expansion Period (3without any extensions, notices or grace periods) trading days the sum of Ninety Thousand Dollars ($90,000.00) in cash. Subject to the preceding sentence, Tenant may exercise the Second Parcel B Expansion Option during the period (the "SECOND PARCEL B EXPANSION OPTION PERIOD") beginning on the first day of the eighth Lease Year and ending on the last day of the twentieth Lease Year (i.e., the Initial Expiration Date). Tenant shall exercise the Second Parcel B Expansion Option, if at all, by delivering to Landlord within the Second Parcel B Expansion Option Period a written notice (the "SECOND PARCEL B EXPANSION NOTICE") stating that Tenant is thereby unconditionally exercising the Second Parcel B Expansion Option. Tenant's failure for any reason whatsoever, whether or not within Tenant's control, to timely deliver the Second Parcel B Expansion Option Notice to Landlord within the Second Parcel B Expansion Option Period shall constitute Tenant's irrevocable election not to exercise the Second Parcel B Expansion Option and its irrevoca ble waiver and release thereof, and shall automatically and without any notice or any grace or cure period result in the permanent and complete expiration, lapsing and termination of such Option. If Tenant has not duly exercised the First Parcel B Expansion Option, then failure to pay the required $90,000.00 sum on the first day of any Warrant. No ink-original Notice of Exercise shall be requiredLease Year within the Second Parcel B Expansion Option Period (without any extensions, nor shall any medallion guarantee (notices or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares grace periods except as is expressly provided, with respect to which the Warrant has been exercisedfirst of such payments only, irrespective in SECTION 45.13 hereinbelow) shall result in an automatic, immediate and permanent lapse and termination of the date of delivery of Second Parcel B Expansion Option (but such lapse and termination shall not, by itself, terminate, diminish or affect in any way Tenant's obliga tion to pay all Impositions for or relating to Parcel B unless and until the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein conditions precedent to the contrarytermination of such obligations, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised as set out elsewhere in fullthis Lease, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder occurred and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofbeen satisfied).

Exercise. Subject Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Issuance Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or Holder appearing on the books of the Company) of the Notice of Exercise in the form annexed hereto. Within [***] following the date on which the Holder delivers a Notice of Exercise to the office of its successor as Warrant Agent. The aggregate Warrant Price Company, the Holder shall be paid in lawful money of the United States in good certified check or good bank draft payable deliver to the order Company an amount equal to the product of (x) the Exercise Price multiplied by (y) the number of Warrant Agent within three (3Shares specified in the applicable Notice of Exercise for such Warrant Shares by wire transfer to the account specified by the Company unless the cashless exercise procedure specified in Section 2(c) trading days below is specified in the applicable Notice of the exercise of any WarrantExercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant hereunder and such this Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days [***] Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day [***] of receipt of such notice. The Registered Holder and any assignee, by its acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof. [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Exercise. Subject Warrants may be exercised, in whole or in part (but not as to the provisions fractional shares), by surrender of the Warrant and this Agreement, a Warrant countersigned by Certificate with the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing annexed Form of Election to the office of the Warrant AgentPurchase duly executed, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares together with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price for the Warrant Shares for which such Warrants are being exercised at the Company's principal offices at Xxx Xxxx Xxxx Xxxxxx, Xxx Xxxxxx, XX 00000. The Exercise Price shall be payable by certified or official bank check. The aggregate Exercise Price may also be paid, in whole or in part, by delivery of shares of Series A Preferred Stock or common stock, $.01 par value, of the Company (other than "Common Stock") owned by the Holding having an average Fair Market Value (as defined below) on the five business days ending two days immediately prior to the Exercise Date (as defined below) equal to the portion of the aggregate Exercise Price being paid in such shares. In addition, the Warrants may be exercised, by surrendering the Warrant Certificate in the manner specified in this Section 3, together with irrevocable instructions to the Company to issue in exchange for the Warrant Certificate the number of shares of Series A Preferred Stock equal to the product of (a) the number of shares as to which the Warrants are being exercised multiplied by (b) a fraction the numerator of which is the average Fair Market Value of a share of Series A Preferred Stock on the five business days ending two days immediately prior to the Exercise Date less the Exercise Price therefor and the denominator of which is such Fair Market Value. In the case of the purchase of less than all the shares of Series A Preferred Stock purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate and shall execute and deliver a Cashless Exercise) is received within three Trading Days new Warrant Certificate of delivery like tenor for the unexercised balance of the Notice of ExerciseWarrant Shares. Notwithstanding anything herein to For purposes hereof, "Exercise Date" shall mean the contrary, the Registered Holder shall not be date on which all deliveries required to physically surrender its Warrant be made to the Company until the Registered Holder has purchased all upon exercise of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant Warrants pursuant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder this Section 3.1 shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofbeen made.

Exercise. Subject to the provisions of Sections 4, 7 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised at a price (the "Exercise Price") of $1.25 per share, in whole or in part, commencing on the date of issuance (the "Initial Exercise Date") and terminating on June 30, 2002, unless extended by the Company's Board of Directors (the "Exercise Period"), at any time during such period that the Company's Registration Statement with respect to the Warrant Shares is effective and this Agreement, a Warrant countersigned by current. The Company shall promptly notify the Warrant Agent may of the effectiveness of such Registration Statement, any suspension of effectiveness and of any such extension of the Exercise Periods. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing and will be delivered together with payment to the office Warrant Agent at 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, (the "Corporate Office") or such other place as designated by the Company, in cash or by official bank or certified check, of the Warrant Agent, or an amount equal to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in good certified check Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price to the exercising Registered Holder or good bank draft payable to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Warrant Agent within three (3) trading days of Company. Upon the exercise of any Warrant. No ink-original Notice of Exercise , the Warrant Agent shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery promptly deposit the payment into a segregated account established by mutual agreement of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of Company and the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than Agent at a federally insured commercial bank. All funds deposited in the case of escrow account will be disbursed on a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant weekly basis to the Company until the Registered Holder has purchased all of once they have been determined by the Warrant Shares available under Agent to be collected funds. Once the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the Company for cancellation within three (3) trading days shareholder, will be deducted from the exercise fee submitted prior to distribution of the date the final Notice of Exercise is delivered funds to the Company. Partial exercises A detailed accounting statement relating to the number of a shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the exercise periods. A complete accounting will be made by the Warrant resulting in purchases Agent to the Company concerning all persons exercising Warrants, the number of a portion shares issued and the amounts paid at the completion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchasedExercise Period. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and the date of such purchasescontrary. The Company Warrants shall deliver any objection not entitle the holder thereof to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and agree that, purchased the shares of Common Stock prior to the record date fixed by reason the Board of Directors of the provisions Company for the determination of this paragraph, following the purchase holders of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCommon Stock entitled to such dividend or other right.

Exercise. Subject to the provisions of Sections 4, 7 and 8, the Warrant and this AgreementWarrants, when evidenced by a Warrant countersigned by the Warrant Agent Certificate, may be exercised at the price per share set forth on the face thereof (the "Exercise Price") in whole or in part, commencing on the date of issuance (the "Initial Exercise Date") and terminating on the date three years later, unless extended by the Company's Board of Directors (the "Exercise Period"). A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing and will be delivered together with payment to the office Warrant Agent at 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, (the "Corporate Office") or such other place as designated by the Company, in cash or by official bank or certified check, of the Warrant Agent, or an amount equal to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in good certified check Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price to the exercising Registered Holder or good bank draft payable to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Warrant Agent within three (3) trading days of Company. Upon the exercise of any Warrant. No ink-original Notice of Exercise , the Warrant Agent shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery promptly deposit the payment into a segregated account established by mutual agreement of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of Company and the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than Agent at a federally insured commercial bank. All funds deposited in the case of escrow account will be disbursed on a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant weekly basis to the Company until the Registered Holder has purchased all of once they have been determined by the Warrant Shares available under Agent to be collected funds. Once the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the Company for cancellation within three (3) trading days shareholder, will be deducted from the exercise fee submitted prior to distribution of the date the final Notice of Exercise is delivered funds to the Company. Partial exercises A detailed accounting statement relating to the number of a shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the exercise periods. A complete accounting will be made by the Warrant resulting in purchases Agent to the Company concerning all persons exercising Warrants, the number of a portion shares issued and the amounts paid at the completion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchasedExercise Period. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and the date of such purchasescontrary. The Company Warrants shall deliver any objection not entitle the holder thereof to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and agree that, purchased the shares of Common Stock prior to the record date fixed by reason the Board of Directors of the provisions Company for the determination of this paragraph, following the purchase holders of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCommon Stock entitled to such dividend or other right.

Exercise. Subject to the provisions of the Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing at any time on or after the Initial Exercise Date, but not after the Expiration Date, upon surrender of the Warrant Certificate to Millicom at the office of the Warrant Agent, or with the form of election to purchase on the reverse side thereof duly filled and executed, and upon payment of the full Exercise Price therefor to the office warrant Agent on behalf of its successor as Warrant Agent. The aggregate Warrant Millicom, subject to the terms conditions set forth herein and in the warrant Certificate Payment of the Exercise Price shall be paid made in lawful money of the United States in good cash or by certified or bank check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days for the account of Millicom. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Registered Holders thereof, either as an entirety or from time to time for part only of the shares of ASN Common Stock specified therein 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 Expiration Date, a new Warrant or Warrants shall be issued to such Registered Holder for the remaining number of shares specified in the Warrant Certificate so surrendered, and the Warrant Agent is hereby authorized to countersign and to deliver the required new Warrant Certificates pursuant to the provisions of this Section and Section 3 of this Agreement and Millicom, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of Millicom as provided in Section 3 hereof for such purpose. A warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify Millicom in writing of the exercise of any the Warrant. No ink-original Notice Promptly following clearance of Exercise funds therefor, the Warrant Agent, on behalf of Millicom, shall cause to be requiredissued and delivered by the Transfer Agent, nor shall to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any medallion guarantee (or other type remaining unexercised Warrants of guarantee or notarization) the Registered Holder). Upon the exercise of any Notice of Exercise form be required. Upon delivery Warrant and clearance of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of funds received, the Warrant Shares with respect Agent shall promptly remit the payment received for the warrant to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than Millicom or as Millicom may direct in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercisewriting. Notwithstanding anything herein in the foregoing to the contrary, the Registered Holder Warrant Agent shall not be required liable to physically surrender its Warrant remit to Millicom funds not received by it upon the Company until the Registered Holder has purchased all exercise of the Warrant Shares available under Warrants if the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder warrant Agent shall have delivered certificates for the effect of lowering securities issuable upon the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date exercise of such purchases. The Company shall deliver any objection to any Notice Warrants upon the instruction of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofMillicom.

Exercise. Subject to the provisions of the (a) Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Warrant Holder thereof by notice at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the Ordinary Shares deliverable upon such exercise shall be treated for all purposes as the holder of those Ordinary Shares upon the exercise of the Warrant as of the close of business on the Exercise Date, provided that the payment of the Exercise Price is cleared. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of any Warrant into a segregated interest bearing money market account and shall notify the Company in writing to of such exercise. Promptly following the office clearance of payment of the Exercise Price, and in any event within seven days after the date of such notice from the Warrant Agent (but only if the payment of the exercise price is cleared by that date), the Warrant Agent, or on behalf of the Company, shall cause the Transfer Agent to issue and deliver to the office of its successor as person or persons entitled to receive the same, a certificate or certificates for the Ordinary Shares deliverable upon such exercise and the Warrant Agent. The aggregate Agent will issue and deliver to such person or persons a Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order Certificate for any remaining unexercised Warrants of the Warrant Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent within three (3) trading days of to refrain from causing such issuance and delivery. The Warrant Agent shall remit any and all amounts received upon the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee Warrants (or other type of guarantee or notarizationthe “Warrant Proceeds”) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until (or as the Registered Holder has purchased all Company may direct in writing) promptly after the clearance of the Warrant Shares available under funds and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days issuance of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Ordinary Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.

Exercise. Subject Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the United States Company) of a duly executed Notice of Exercise in good certified check or good bank draft payable to the order of the Warrant Agent form attached hereto as Schedule A and within three (3) trading days of the exercise of any Warrant. No ink-original date said Notice of Exercise is received by the Company, the Company shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise have received from the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in for the case of Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a Cashless Exercise) is received within three Trading Days of delivery of the Notice of ExerciseUnited States bank. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to received by the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. In the event of any dispute or discrepancy, the records of the Company shall be controlling. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one three (13) Business Day business days of receipt of such notice. The Registered Holder and any assigneeHolder, by acceptance of the this Warrant, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject to the provisions of the (a) Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by notice the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of the Representative or such other investment banks and brokerage houses as the Company shall approve in writing to the office of the Warrant Agent, or certificates shall immediately be issued without prior notice to the office of its successor as Warrant AgentCompany or any delay. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of Upon the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery Warrant and clearance of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of funds received, the Warrant Shares with respect to which Agent shall promptly remit the payment received for the Warrant has been exercised, irrespective of (the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise"WARRANT PROCEEDS") is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to or as the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered may direct in writing, subject to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofSECTIONS 4(B) AND 4(C) hereof.

Exercise. Subject If Tenant desires to exercise an Extension Option, it shall send notice thereof (an “Extension Notice”) to Landlord no more than three hundred (300) nor less than two hundred seventy (270) calendar days prior to the provisions expiration of the Warrant Term or Extension Renewal Term of the Lease then in effect. Landlord and this AgreementTenant shall endeavor in good faith to determine the Prevailing Rental Rate within thirty (30) calendar days after Landlord’s receipt of Tenant’s Extension Notice. If they cannot agree within thirty (30) calendar days, each shall appoint an appraiser who shall arrive at an estimate of the Prevailing Rental Rate within thirty (30) calendar days. If such estimates are within five percent (5%) of each other, the average of the two shall be the new Base Rent for the Extension Renewal Term. If the estimates are more than five percent (5%) apart, each appraiser shall select a Warrant countersigned by third appraiser within five (5) calendar days or, if they fail to do so, Landlord shall select a third appraiser. The third appraiser shall prepare an estimate of the Warrant Agent may Prevailing Rental Rate as provided above within thirty (30) calendar days and the two closest of the three estimates shall be exercised by averaged to determine the Registered Holder thereof by notice in writing new Base Rent for the new Extension Renewal Term. No later than one hundred fifty (150) calendar days prior to the office expiration of the Warrant AgentTerm then in effect, Landlord and Tenant shall execute an amendment to the Lease (an “Extension Amendment”) stating the new Base Rent and expiration date of the Lease Term. If such an Extension Amendment is not fully executed for any reason as provided above, the Term shall not be extended and all Extension Option(s) hereunder shall terminate. Notwithstanding the foregoing, Tenant shall not be entitled to extend this Lease if an uncured Event of Default has occurred under any term or provision contained in the Lease or a condition exists which with the passage of time or the giving of notice, or both, would constitute an Event of Default pursuant to the office of its successor Lease as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery exercise of the Warrant Shares; provided payment of the aggregate Exercise Price (other than this Extension Option. The rights contained in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein this Addendum shall be personal to the contraryoriginally named Tenant and may be exercised only by the originally named Tenant and any Related Entity (and not any other assignee, sublessee or other Transferee of Tenant’s interest in this Lease) and only if the Registered Holder shall not be required to physically surrender its Warrant to originally named Tenant or Related Entity occupies the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days entire Premises as of the date it exercises the final Notice Extension Option in accordance with the terms of Exercise this Addendum. If Tenant properly exercises the Extension Option and is delivered not in default under this Lease at the end of the initial Term of the Lease, the Term, as it applies to the Company. Partial exercises of a Warrant resulting in purchases of a portion of entire Premises then leased by Tenant, shall be extended for the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder Extension Renewal Term and the Company Base Year shall maintain records showing be included among the number of Warrant Shares purchased and factors considered in determining the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofPrevailing Rental Rate.

Exercise. Subject to the provisions (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and this Agreement, a Warrant countersigned on or before close of business on the Termination Date by delivery to the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of a duly executed facsimile copy (or email attachment) of the Warrant AgentNotice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i)) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in good certified check or good bank draft payable to Section 2(c) below is specified in the order applicable Notice of the Warrant Agent within three (3) trading days of the exercise of any WarrantExercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company Warrant Agent until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company Warrant Agent for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant Agent. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company Warrant Agent shall deliver any objection to any Notice of Exercise within one (1) Business Trading Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Exercise. Subject to the provisions of the Warrant and this AgreementGlobal Pre-Funded Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Pre-Funded Warrants by delivering to the Warrant countersigned Agent, (i) not later than 5:00 P.M., Eastern Standard Time, on any business day during the Exercise Period a notice of exercise of the Pre-Funded Warrants to be exercised (A) in the form attached to the Global Pre-Funded Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”) and (ii) within one (1) Trading Day of the Date of Exercise, Pre-funded Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Pre-funded Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant Agent, or DTC from time to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Companytime. Partial exercises of a Pre-funded Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Notwithstanding anything herein to the contrary, the Holder and shall not be required to physically surrender a Warrant Certificate until the Company shall maintain records showing the number of Warrant Shares Holder has purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion all of the Warrant Shares hereunderavailable thereunder and the Pre-funded Warrant has been exercised in full, in which case, the number Holder shall surrender such Pre-funded Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company.. All other requirements for the exercise of a Pre-Funded Warrant Shares available for purchase hereunder at any given time may shall be less than as set forth in the amount stated on the face thereofPre-Funded Warrant.

Exercise. Subject to the provisions (a) Charitable Benefit Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised (i) by an Approved Qualified Charitable Organization (as set forth on the listing of such organizations described in Section 9 hereof) which is the Registered Holder thereof commencing at any time or in part from time to time, but not after the Warrant Expiration Date, or (ii) any other Registered Holder which is not an Approved Qualified Charitable Organization commencing on or after ________, 2006 [108 months after the date of the Prospectus] or in part from time to time but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Charitable Benefit Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the close of business on the Exercise Date. If Charitable Benefit Warrants in denominations other than whole number multiples thereof shall be exercised at one time by notice the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Charitable Benefit Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same, a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Charitable Benefit Warrants, the Warrant Agent shall promptly notify the Company in writing to the office of such fact and of the Warrant Agentnumber of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid other amounts in lawful money of the United States in good certified cash or by check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requiredCompany, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and Exercise Price, to be deposited promptly in the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCompany's bank account.

Exercise. Subject to the provisions of the Warrant and this AgreementGlobal Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by delivering to the Warrant countersigned Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Exercise Period a notice of exercise of the Warrants to be exercised (A) in the form attached to the Global Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”) and (ii) within one (1) Trading Day of the Date of Exercise, Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant Agent, or DTC from time to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Companytime. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Notwithstanding anything herein to the contrary, the Holder and shall not be required to physically surrender a Warrant Certificate until the Company shall maintain records showing the number of Warrant Shares Holder has purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion all of the Warrant Shares hereunderavailable thereunder and the Warrant has been exercised in full, in which case, the number Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. All other requirements for the exercise of a Warrant Shares available for purchase hereunder at any given time may (which shall not be less than inconsistent with the amount stated on terms and conditions of this Agreement) shall be as set forth in the face thereofWarrant and the exercise of a Warrant shall be conducted in accordance with the customary procedures of the Warrant Agent.

Exercise. Subject If Tenant desires to exercise an Extension Option, it -------- shall send notice thereof (an "Extension Notice") to Landlord no more than three hundred (300) nor less than two hundred seventy (270) calendar days prior to the provisions expiration of the Warrant Term or Extension Renewal Term of the Lease then in effect. Landlord and this AgreementTenant shall endeavor in good faith to determine the Prevailing Rental Rate within thirty (30) calendar days after Landlord's receipt of Tenant's Extension Notice. If they cannot agree within thirty (30) calendar days, each shall appoint an appraiser who shall arrive at an estimate of the Prevailing Rental Rate within thirty (30) calendar days. If such estimates are within five percent (5%) of each other, the average of the two shall be the new Base Rent for the Extension Renewal Term. If the estimates are more than five percent (5%) apart, each appraiser shall select a Warrant countersigned third appraiser within five (5) calendar days or, if they fail to do so, Landlord shall select a third appraiser. The third appraiser shall prepare an estimate of the Prevailing Rental Rate as provided above within thirty (30) calendar days and the two closest of the three estimates shall be averaged to determine the new Base Rent for the new Extension Renewal Term. No later than one hundred twenty (120) calendar days prior to the expiration of the Lease Term then in effect, Landlord and Tenant shall execute an amendment to the Lease (an "Extension Amendment") stating the new Base Rent and expiration date of the Lease Term. If such an Extension Amendment is not fully executed by the Warrant Agent may parties for any reason as provided above other than Landlord's breach, the Term shall not be exercised by extended and all Extension Option(s) hereunder shall terminate. Notwithstanding the Registered Holder thereof by notice foregoing, Tenant shall not be entitled to extend this Lease if an uncured Event of Default has occurred under any term or provision contained in writing the Lease Agreement or a condition exists which with the passage of time or the giving of notice, or both, would constitute an Event of Default pursuant to the office of the Warrant Agent, or to the office of its successor Lease Agreement as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery exercise of the Warrant Shares; provided payment of the aggregate Exercise Price (other than this Extension Option. The rights contained in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein this Addendum shall be personal to the contraryoriginally named Tenant and may be exercised only by the originally named Tenant and any Related Entity (and not any other assignee, sublessee or other Transferee of Tenant's interest in this Lease) and only if the Registered Holder shall not be required to physically surrender its Warrant to originally named Tenant or Related Entity occupies the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days entire Premises as of the date it exercises the final Notice Extension Option in accordance with the terms of Exercise this Addendum. If Tenant properly exercises the Extension Option and is delivered not in default under this Lease at the end of the initial Term of the Lease, the Lease Term, as it applies to the Company. Partial exercises of a Warrant resulting in purchases of a portion of entire Premises then leased by Tenant, shall be extended for the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofExtension Renewal Term.

Exercise. Subject to the provisions of Sections 8 hereof and the limitations on exercise set forth in the Company's Private Placement Memorandum published in connection with the Private Offering of the Units, the Warrants, as they may be adjusted as set forth herein, may each be exercised to acquire one (1) share of Common Stock at a price (the "Warrant Exercise Price") of $1.25, subject to adjustment as hereinafter provided, in whole or in part at any time during the period (the "Warrant Exercise Period") beginning on the date of their issuance and ending one year after the date of their issuance (the "Warrant Expiration Date"), unless extended by a majority vote of the Board of Directors for the Company (the "Board of Directors") for such length of time as they, in their sole discretion, deem reasonable and necessary. Warrants shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the certificate evidencing the Warrants being exercised. An exercise form in the form of Exhibit "A" attached to the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may certificate shall also be exercised executed by the Registered Holder thereof by notice or his attorney duly authorized in writing and shall be delivered, together with payment to the Company at its corporate offices located at 5301 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000-0000 (xxe "Corporate Office"), or at any such other office of or agency as the Company may designate, in cash or by official bank or certified check, in an amount equal to the aggregate Warrant Exercise Price for the Warrant AgentShares being purchased, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid all in lawful money of the United States of America. The person entitled to receive the number of Warrant Shares deliverable on exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interest in good certified check Warrant Shares issuable or good bank draft payable deliverable on the exercise of any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. Within 10 days after the Exercise Date and in any event prior to the order Warrant Expiration Date, the Company at its sole expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates in the name requested by the Registered Holder for the number of the Warrant Agent within three (3) trading days Shares deliverable on such exercise. No adjustment shall be made in respect of the cash dividends on Warrant Shares delivered on exercise of any Warrant. No ink-original Notice All shares of Exercise Common Stock or other securities delivered upon the exercise of the Warrants shall be requiredvalidly issued, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredfully paid and non-assessable. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, The Company may deem and treat the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under Warrants at any time as the respective Warrant and such Warrant has been exercised in fullabsolute owner thereof for all purposes, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and the date of such purchasescontrary. The Company Warrants shall deliver any objection not entitle the holder thereof to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason rights of a shareholder of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at Company or to any given time may be less than the amount stated dividend declared on the face thereofCommon Stock unless the holder shall have exercised the Warrants prior to the record date fixed by the Board of Directors for the determination of holders of Common Stock entitled to such dividends or other rights.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on June 1, 1999 and prior to 5:00 P.M., Eastern Standard Time on June 1, 2001, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the Warrant has been exercised, irrespective second anniversary of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofissuance.

Exercise. Subject Warrants may be exercised, in whole or in part (but not as to fractional shares), by surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the Warrant Securities for which such Warrants are being exercised at the Company's principal office at Minrad Inc., 000 Xxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000. The Exercise Price shall be payable by certified or official bank check. The Exercise Price may also be paid, in whole or in part, in shares of Common Stock owned by the Holder having a Fair Market Value (as defined below) on the last business day immediately preceding the Exercise Date (as defined below) equal to the provisions portion of Exercise Price being paid in such shares. Alternatively, the Warrants may be exercised in the manner specified in this Section 3, together with irrevocable instructions to the Company to issue in exchange for the Warrant Certificate the number of shares of Common Stock equal to the product of (a) the number of shares as to which the Warrants are being exercised multiplied by (b) a fraction the numerator of which is the Fair Market Value (as defined below in Section 3.3 herein) of a share of Common Stock on the five (5) business days ending two (2) days immediately preceding the Exercise Date less the Exercise Price therefor and the denominator of which is such Fair Market Value. In the case of the purchase of less than all the shares of Common Stock purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate and shall execute and deliver a new Warrant Certificate of like tenor for the unexercised balance of the Warrant and this AgreementSecurities. For purposes hereof, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price "Exercise Date" shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of mean the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be on which all deliveries required to physically surrender its Warrant be made to the Company until the Registered Holder has purchased all upon exercise of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant Warrants pursuant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder this Section 3.1 shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofbeen made.

Exercise. Subject to the provisions To exercise any portion of the Warrant and Option, Holder must remain in the continuous employ of the Company, or a subsidiary of the Company for at least one year from the date of this Agreement. After each year of such employment after the date of this Agreement, the Holder may purchase a Warrant countersigned by cumulative installment of one half of the Warrant Agent Option Shares, so that after two years 2 of such employment Holder may purchase all of the Option Shares. The Option may be exercised in whole or in part, at the option of Holder, on or before the Expiration Date (hereinafter defined) by the Registered Holder thereof by notice in writing delivering to the office Company written notice of Holder's exercise ("Exercise Notice") stating the Warrant Agentamount of Option Shares to be purchased thereby, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified accompanied by either (i) a check or good bank draft ("Check") made payable to the order of the Warrant Agent Company for the aggregate sum due for the Option Shares then being purchased, or (ii) notice to the Company that Holder elects to borrow the funds for such purchase in accordance with Paragraph 5 below ("Loan Notice"). As soon as practicable thereafter, and in any event within three ten (310) trading business days of the exercise Company's receipt of any Warrantthe Exercise Notice and either a Check or a Loan Notice, the Company shall issue and deliver to Holder a certificate representing the Option Shares being purchased pursuant to such Exercise Notice. No ink-original Notice of Exercise Each such certificate shall bear the legend or legends required by applicable securities laws as well as such other legends the Company requires to be included on certificates for its Common Stock. Such certificate or certificates shall be required, nor shall deemed to have been issued and Holder or any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form persons so designated to be required. Upon delivery of the Notice of Exercise the Holder named therein shall be deemed for all corporate purposes to have become the a holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days shares as of the date the final Exercise Notice of Exercise is delivered to the Company. Partial exercises In the case of a Warrant resulting in purchases of a portion an exercise for less than all of the total number of Warrant Option Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal permitted to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares be purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder Holder shall reserve the right to exercise its Option at any given time may be less than and from time to time prior to the amount stated on Expiration Date for the face thereofremainder of the Option Shares.

Exercise. Subject to the provisions of this Section 8.6, the Warrant and Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), which shall be irrevocable except as set forth in this AgreementSection 8.6(a). The redemption shall occur on the Specified Redemption Date; provided, however, a Warrant countersigned by the Warrant Agent Specified Redemption Date shall not occur until such later date as may be exercised by the Registered Holder thereof by notice in writing specified pursuant to the office any agreement with an Original Limited Partner; and provided further that a holder of Class A Units shall not exercise a Redemption Right until as of the Warrant Agent, or to first Subsequent Closing without the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money prior written consent of the United States in good certified check or good bank draft payable to the order General Partner and Security Capital. An Original Limited Partner may exercise a Redemption Right any time and any number of times; provided, however, that a holder of Class A Units shall not exercise a Redemption Right until as of the Warrant Agent within three first Subsequent Closing without the prior written consent of the General Partner and Security Capital. A Redeeming Partner may not exercise the Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Units held by such Redeeming Partner. If (3i) trading days of an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the exercise of any Warrant. No ink-original Notice a Redemption Right hereunder and (ii) the issuance of Exercise shall be required, nor shall any medallion guarantee (or other type a Share Amount pursuant to the exercise of guarantee or notarization) a Redemption Right would violate the provisions of any Notice of Exercise form be required. Upon delivery Section 5.2 of the Notice Articles of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record Incorporation as a result of the Warrant ownership of such additional Units or Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price so acquired by such Original Limited Partner (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the date exercise of such purchases. The Company shall deliver any objection Redemption Right to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of comply with the provisions of this paragraph, following the purchase of a portion said Section 5.2 of the Warrant Shares hereunderArticles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the number amount which would be payable to such Redeeming Partner pursuant to Section 5.3 of Warrant the Articles of Incorporation if such Excess Shares available for purchase hereunder at were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Schedule 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any given time may be less than the amount stated on the face thereofform of waiver or exemption thereunder.

Exercise. Subject to the provisions of the (a) Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by notice the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the shares of Common Stock deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of such investment banks and brokerage houses as the Company shall approve in writing to the office of the Warrant Agent, or certificates shall immediately be issued without prior notice to the office of its successor as Warrant AgentCompany or any delay. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of Upon the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery Warrant and clearance of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of funds received, the Warrant Shares with respect to which Agent shall promptly remit the payment received for the Warrant has been exercised, irrespective of (the date of delivery of the "Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless ExerciseProceeds") is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to or as the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered may direct in writing, subject to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofSections 4(b) and 4(c) hereof.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on November 20, 1998 and prior to 5:00 P.M., Eastern Standard Time on November 20, 2000, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the Warrant has been exercised, irrespective second anniversary of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofissuance.

Exercise. Subject to the provisions of the Warrant and this AgreementGlobal Warrant, a Warrant countersigned Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing delivering to the office of the Warrant Agent, or not later than 5:00 P.M., Eastern Standard Time, on any business day during the Exercise Period a notice of exercise of the Warrants to be exercised (i) in the form attached to the office of its successor as Global Warrant Agent. The aggregate Warrant Price shall be paid or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”)and, unless the cashless exercise procedure is specified in lawful money of the United States in good certified check or good bank draft payable applicable Election to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requiredPurchase, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than of the Warrant Shares specified in the case applicable Election to Purchase. All other requirements for the exercise of a Cashless Exercise) is received within three Trading Days of delivery of Warrant shall be as set forth in the Notice of ExerciseWarrant. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its a Warrant Certificate to the Company Warrant Agent until the Registered Holder has purchased all of the Warrant Shares available under thereunder and the respective applicable Warrant and such Warrant Certificate has been exercised in full, in which case, the Registered Holder shall surrender the Warrant Certificate to the Company Warrant Agent for cancellation within three (3) trading days Trading Days of the date on which the final Notice of Exercise Election to Purchase is delivered to the CompanyWarrant Agent. Partial exercises of a Warrant Certificate resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.

Exercise. Subject The Company hereby issues Options, as set forth in Exhibit A, allowing for the acquisition of up to the provisions 850,000 shares of the Warrant and this AgreementCommon Stock, a Warrant countersigned by the Warrant Agent each of which may be exercised at a price (the "OPTION EXERCISE PRICE") of $3.00 per share of Common Stock subject to adjustment, in whole or in part at any time during the period (the "OPTION EXERCISE PERIOD") commencing on May 5, 2003 (the "INITIAL OPTION EXERCISE DATE"), and terminating on a date (the "OPTION EXPIRATION DATE") ending five (5) years thereafter, unless extended by a majority vote of the board of directors for the Company ("BOARD OF DIRECTORS") for such length of time as they, in their sole discretion, deem reasonable and necessary. (The Option Exercise Price is also referred to herein as the "EXERCISE PRICE.") An Option shall be deemed to have been exercised immediately prior to the close of business on the date ("EXERCISE DATE") of the surrender for exercise of the certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing and shall be delivered together with payment to the Company at its corporate offices or at any such other office or agency as the Company may designate. Unless Option Shares may not be issued as provided herein, the person entitled to receive the number of shares deliverable on exercise shall be treated for all purposes as the holder of such shares as of the Warrant Agent, or to close of business on the office of its successor as Warrant AgentExercise Date. The aggregate Warrant Price Company shall not be paid obligated to issue any fractional share interest in lawful money of the United States in good certified check shares issuable or good bank draft payable to the order of the Warrant Agent within three (3) trading days of deliverable on the exercise of any WarrantOption or scrip or cash therefore and such fractional shares shall be of no value whatsoever. Within ten days after the Exercise Date and in any event prior to the Option Expiration Date, the Company at its expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates in the name requested by the Option holder for the number of Option shares deliverable on such exercise. No ink-original Notice of Exercise adjustment shall be required, nor shall made in respect of cash dividends on Option shares delivered on exercise of any medallion guarantee (Option. All shares of Common Stock or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery securities delivered upon the exercise of the Notice of Exercise the Holder Options shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercisedvalidly issued, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercisefully paid and non-assessable. Notwithstanding anything herein to the contrary, The Company may deem and treat the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under Options at any time as the respective Warrant and such Warrant has been exercised in fullabsolute owner thereof for all purposes, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and the date of such purchasescontrary. The Company Options shall deliver any objection not entitle the holder thereof to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason rights of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at shareholders or to any given time may be less than the amount stated dividend declared on the face thereofCommon Stock unless the holder shall have exercised the Options prior to the record date fixed by the Board of Directors for the determination of holders of Common Stock entitled to such dividends or other right.

Exercise. Subject a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the provisions Company (or such other office or agency of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money books of the Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in 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 good certified check or good bank draft payable to Section 2(c) below is specified in the order applicable Notice of Exercise; provided, however, in the Warrant Agent event that the Holder has not delivered such aggregate Exercise Price within three (3) trading days Trading Days following the date of such exercise as aforesaid, the exercise of any WarrantCompany shall not be obligated to deliver such Warrant Shares hereunder until such payment is made. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company for cancellation within three (3) trading days Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject to the provisions of the (a) This Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder, in whole or in part, at any time following the Vesting Date by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder thereof or by notice in writing to such Registered Holder’s duly authorized attorney, at the principal office of the Warrant AgentCompany, or to at such other office or agency as the office Company may designate, accompanied by payment in full in cash, by certified or bank check, or by wire transfer of its successor as Warrant Agent. The aggregate Warrant Price shall be paid immediately available funds, in lawful money of the United States in good certified check or good bank draft payable to the order States, of the Warrant Agent within three (3) trading days Purchase Price payable in respect of the exercise number of Warrant Shares purchased upon such exercise. At any Warrant. No ink-original Notice of Exercise shall be requiredtime after March 7, nor shall any medallion guarantee 2007 that the Registration Statement (or other type of guarantee or notarizationas defined in the Purchase Agreement) of any Notice of Exercise form be required. Upon delivery of covering the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record resale of the Warrant Shares is not effective or is suspended, or that the related prospectus is outdated, defective or requires a supplement or amendment for any reason, the Registered Holder may, at its option during such time, undertake a “cashless exercise” by electing to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the fair market value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(e) below, over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Warrant has been exercised, irrespective Purchase Price per share and the denominator of which shall be the fair market value per share of Common Stock as of the effective date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exerciseexercise, as determined pursuant to subsection 1(e) is received within three Trading Days of delivery of the Notice of Exercisebelow. Notwithstanding anything herein to the contrary, on the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the termination date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the this Warrant, acknowledge and agree thatif the conditions set forth above for a cashless exercise then exist, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may shall be less than the amount stated on the face thereofautomatically exercised via cashless exercise pursuant to this subsection 2(a).

Exercise. Subject Only following the ratification and approval of this Warrant by the stockholders of the Company (the “Stockholder Approval”) and subject to the terms and conditions hereof [, including, without limitation, the vesting provisions of the set forth in Section 5 below], this Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof on any day on or after the date hereof (the “Issuance Date”) in whole or in part (except as provided under Section 11 below), by notice (i) delivery of a written notice, in writing the form attached hereto as Exhibit A (the “Subscription Notice”), of the Holder’s election to exercise this Warrant, (ii) delivery of this Warrant, and (iii) payment to the office Company of an amount equal to the Stock Purchase Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds. Execution and delivery by the Holder of an Exercise Notice with respect to less than all of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price Shares shall be paid in lawful money deemed to be a request by such Holder to cancel the original Warrant and issue a new Warrant evidencing the right to purchase the remaining number of Warrant Shares, which request shall be satisfied by the Company pursuant to Section 8(c) below. Promptly following the date on which the Company has received each of the United States in good certified check or good bank draft payable to the order of Subscription Notice, the Warrant Agent within three and the Aggregate Exercise Price (3) trading days the “Exercise Delivery Documents”), the Company shall issue a certificate for the number of shares of Common Stock to which the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredHolder is entitled pursuant to such exercise. Upon delivery of the Notice of Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares; provided payment . No fractional shares of Common Stock are to be issued upon the aggregate Exercise Price (other than in the case exercise of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrarythis Warrant, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing but rather the number of Warrant Shares purchased and shares of Common Stock to be issued shall be rounded up to the date of such purchasesnearest whole number. The Company shall deliver pay any objection and all stamp or similar issue or transfer taxes which may be payable with respect to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder the issuance and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number delivery of Warrant Shares available for purchase hereunder at upon exercise of this Warrant; provided, that the Holder shall be required to pay any given time such tax that may be less payable in respect of any issue or delivery of shares of Common Stock in any name other than that of the amount stated Holder. Subject to Section 11, this Warrant shall expire ten (10) years after the Issuance Date or, if such date falls on a Saturday, Sunday, or U.S. federal holiday, the face thereofnext such business day.

Exercise. Subject to the provisions (a) Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Section 5 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by notice in writing check made payable to the office Warrant Agent for the account of the Warrant AgentCompany, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good certified funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, if any Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requiredCompany, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and Purchase Price, to be deposited promptly in the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCompany's bank account.

Exercise. Subject to the provisions of the (a) This Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by hereof (but only on the conditions hereafter set forth) as to all or any increment or increments of ten thousand (10,000) Shares (or the balance of the Shares if less than such number), upon delivery of written notice in writing of intent to exercise to the office of Company during normal business hours on any business day at the Warrant Agent, address set forth in SECTION 17 hereof or such other address as the Company shall designate in a written notice to the office of its successor as Holder hereof, together with this Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable and payment to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment Company of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice Shares so purchased. The Exercise Price shall be payable, at the option of Exercise. Notwithstanding anything herein the Holder, (i) by certified or bank check, (ii) by wire transfer of immediately available funds to an account designated by the Company to the contraryHolder, or (iii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Registered Company shall as promptly as practicable, and in any event within five (5) business days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to physically surrender its Warrant to pay any tax or taxes which may be payable in respect of any transfer involved in the Company until issuance or delivery of any certificates for Shares in a name other than the Registered Holder has purchased all registered holder of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchasedthis Warrant. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions holder of this paragraphWarrant shall be responsible for income taxes due, following the purchase of a portion of the Warrant Shares hereunderif any, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofunder federal or state law.

Exercise. Subject During your lifetime only you can exercise the option: The personal representative of your estate or the beneficiary thereof may exercise the option following your death. To exercise your option, you must deliver to the provisions Company written notice of your intention to exercise, specifying the number of shares as to which you desire to exercise the option and the date on which you desire to complete the transaction, and if required in order to comply with the Securities Act of 1933, as amended, such written notice must contain a representation that it is your present intention to acquire the shares for investment and not with a view to distribution. Unless the Board of Directors determines otherwise, on or before the date specified for completion of the Warrant and this Agreementpurchase of shares pursuant to your option, a Warrant countersigned by you must have paid the Warrant Agent Company the full purchase price of such shares in cash (including, with the consent of the Board of Directors, cash that may be exercised by the Registered Holder thereof by notice proceeds of a loan from the Company) or, with the consent of Board of Directors, in writing to the office whole or in part, in Common Stock of the Warrant AgentCompany valued at fair market value, registered stock, performance units or to the office other contingent awards nominated in either stock or cash, promissory notes and other forms of its successor as Warrant Agentconsideration. The aggregate Warrant Price No shares shall be paid in lawful money issued until full payment for the shares has been made. With the consent of the United States in good certified check or good bank draft payable Board of Directors, you may request the Company to apply automatically the order of the Warrant Agent within three (3) trading days of shares to be received upon the exercise of a portion of stock option (even though stock certificates have not yet been issued) to satisfy the purchase price for additional portions of the option. After exercise of your option, immediately upon notification of the amount due, if any, you shall pay to the Company in cash amounts necessary to satisfy any Warrantapplicable federal, state and local tax withholding requirements. No ink-original Notice of Exercise shall be required, nor shall If additional withholding is or becomes required beyond any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon amount deposited before delivery of the certificates, you shall pay such amount to the Company on demand. If you fail to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to you, including salary, subject to applicable law. With the consent of the Board of Directors, you may satisfy this obligation, in whole or in part, by having the Company withhold amounts due or by delivering to the Company Common Stock shares that would satisfy the withholding amount. You may use the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than Stock Option in the case of a Cashless Exercise) is received within three Trading Days of delivery of form attached to this Agreement when you exercise the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofoption.

Exercise. Subject At any time, or from time to time, at or prior to the provisions Expiry Time (the “Exercise Period”), the Holder may exercise all or any number of whole Warrants represented hereby, upon delivering to the Corporation at its principal office by facsimile or e-mail (or e-mail attachment) noted above a duly completed and executed exercise notice in the form attached hereto as Schedule “B” (the “Exercise Notice”) evidencing the election (which on delivery to the Corporation shall be irrevocable except as provided in Section 2 and 4 hereof) of the Holder to exercise the number of Warrants set forth in the Exercise Notice (which shall not be greater than the number of Warrants represented by this Warrant Certificate as adjusted from time to time pursuant to Sections 5 and 6 of this AgreementWarrant Certificate). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(b)) following the date of exercise as aforesaid, a Warrant countersigned by the Holder shall deliver the aggregate Exercise Price for the Warrant Agent may be exercised Shares specified in the applicable Exercise Notice by the Registered Holder thereof by notice wire transfer or cashier’s check payable in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrantdollars. No ink-original Exercise Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its this Warrant Certificate to the Company Corporation until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the this Warrant to the Company Corporation for cancellation within three (3) trading days Trading Days of the date the final Exercise Notice of Exercise is delivered to the CompanyCorporation. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company Corporation shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company If the Holder is not exercising all Warrants represented by this Warrant Certificate, the Holder shall deliver any objection be entitled to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance receive upon the surrender of the Warrant, acknowledge and agree that, by reason of the provisions original of this paragraphWarrant Certificate, following the purchase of without charge, a portion of the new Warrant Shares hereunder, Certificate representing the number of Warrants which is the difference between the number of Warrants represented by the then original Warrant Shares available for purchase hereunder at any given time may be less than Certificate and the amount stated on the face thereofnumber of Warrants being so exercised.

Exercise. Subject to the provisions Section 10, this Warrant may be converted or exercised by Holder, in whole or in part (but not for less than 10% of the Warrant Shares issuable under this Warrant, or the remaining Warrant Shares, if less than such amount), at any time and from time to time by surrender of this AgreementWarrant, a Warrant countersigned together with the form of subscription at the end hereof duly executed by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing Holder, to the Company at its principal office of the Warrant Agentand accompanied by payment in full, in cash or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified by check or good bank draft payable to the order of the Warrant Agent within three (3) trading days Company, in the amount of the exercise aggregate Purchase Price for the Warrant Shares covered by such exercise. In lieu of any Warrant. No ink-original Notice of Exercise shall be requiredexercising this Warrant pursuant to the immediately preceding sentence, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes have the right to have become require the holder of record of Company to convert this Warrant, in whole or in part and at any time or times (the Warrant Shares with respect to which the Warrant has been exercised"Conversion Right"), irrespective of the date of delivery of the into Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its by surrendering this Warrant to the Company until accompanied by the Registered Holder form conversion notice (in the form attached hereto as Exhibit B) which has purchased all been duly completed and signed. Upon exercise of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which caseConversion Right, the Registered Holder Company shall surrender the Warrant deliver to the Company for cancellation within three Holder (3without payment by the Holder of any Purchase Price) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total that number of Warrant Shares available thereunder shall have which is equal to the effect quotient obtained by dividing (x) the value this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised determined by subtracting the aggregate Purchase Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of lowering the outstanding Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable thereunder in an amount equal upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable number adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, and the use of the term "exercise" herein, shall be deemed to include (without limitation) any exercise of the Conversion Right. In the event this Warrant is not exercised in full, the Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing be reduced by the number of Warrant Shares purchased subject to such partial exercise, and the date Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the name of Holder, reflecting such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the adjusted Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofShares.

Exercise. Subject to the provisions of Sections 4 and 7, the Warrant and this AgreementWarrants, when evidenced by a Warrant countersigned Certificate, may be exercised in whole or in part at any time during the period (the "Exercise Period") commencing on _______________, 2000__ (the "Exercise Date") until ________________, 200___ (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent may and the Registered Holders of any such extension of the Exercise Period. A Warrant shall be exercised deemed to have been exercise immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price and shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requireddelivered, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares together with respect to which the Warrant has been exercisedpayment therefor, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until at its corporate offices located at 0000 Xxxx Xxxxxx, Suite 205, Vancouver, B.C., Canada V5Y 3J6 (the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full"Corporate Office"), in which casecash or by official bank or certified check, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of aggregate Exercise Price, in lawful money. Unless Warrant Shares purchased. The Registered Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchasesWarrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. The Company shall deliver not be obligated to issue any objection to fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Notice Warrant, or scrip or cash therefor, and such fractional shares shall be of Exercise within no value whatsoever. If more than one (1) Business Day Warrant shall be exercised at one time by the same Registered Holder, the number of receipt of such notice. The Registered Holder and any assignee, by acceptance full Shares which shall be issuable on exercise thereof shall be computed on the basis of the Warrantaggregate number of full Shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to the Expiration Date, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a ertificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant. The Company may deem and treat the Registered Holders of the Warrants as he absolute owners thereof for purchase hereunder at all purposes, and the Company shall not be affected by any given time may be less than notice to the amount stated contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the face thereofCommon Stock unless the Registered Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to any such dividend or other rights.

Exercise. Subject to the provisions of the Section 10, this Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be converted or exercised by Holder, in whole or in part, at any time and from time to time on or after the Registered Holder thereof date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in writing the form attached hereto as EXHIBIT A) duly completed and executed by Holder, to the Company at its principal office of the Warrant Agentand accompanied by payment in full, in cash or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified by check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of Company, in the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment amount of the aggregate Exercise Price (other than in for the case Warrant Shares covered by such exercise. In lieu of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein exercising this Warrant pursuant to the contraryimmediately preceding sentence, the Registered Holder shall not be required have the right to physically surrender its require the Company to convert this Warrant, in whole or in part and at any time or times prior to 5:00 p.m. New York City time on the Expiration Date (the "CONVERSION RIGHT"), into Warrant Shares, by surrendering this Warrant to the Company until accompanied by a conversion notice (in the Registered Holder form attached hereto as EXHIBIT B) that has purchased all been duly completed and signed. Upon exercise of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which caseConversion Right, the Registered Company shall deliver to Holder shall surrender the Warrant to the Company for cancellation within three (3without payment by Holder of any Exercise Price) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total that number of Warrant Shares available thereunder shall have that is equal to the effect quotient obtained by dividing (x) the value of lowering this Warrant (or the outstanding portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable thereunder in an amount equal upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable number adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, and the use of the term "exercise" herein, shall be deemed to include, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares purchased. The Registered Holder issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the Company holding period for the Warrant Shares shall maintain records showing be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Warrant Letter. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares purchased subject to such partial exercise, and the date Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of such purchases. The Company shall deliver any objection to any Notice like tenor in the name of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assigneeHolder, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, reflecting the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofremaining after such exercise.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on August 26, 1998 and prior to 5:00 P.M., Eastern Standard Time on December 31, 1999, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) such fraction of a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which the Warrant has been exercisedCommon Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on December 31, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof1999.

Exercise. The Company agrees to register, at its sole expense, the shares of Common Stock underlying the Warrants at the same time it registers any of its securities under the Securities Act of 1933, as amended (the "Registration Statement"). Subject to the provisions of Section 8, the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent Warrants may be exercised at a price of $4.00 per share of Common Stock (the "Exercise Price") in whole or in part at any time during the period commencing on the effective date of the Registration Statement (the "Initial Exercise Date") and terminating on a date (the "Expiration Date") two years after such Initial Exercise Date. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing and will be delivered together with payment to the office Warrant Agent at its corporate offices (the "Corporate Office"), in cash or by official bank or certified check, of the Warrant Agent, or an amount equal to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Exercise Price, in lawful money of the United States in good certified check or good bank draft payable of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the order number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent within three (3) trading shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares, set forth in Section 4, have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price payment to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and, in any event, prior to the pertinent Expiration Date, pursuant to a Stock Transfer Agreement between the Company and Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash divide dividends on Warrant Shares delivered on exercise of any Warrant. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. No ink-original Notice of Exercise All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be requiredissued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon including delivery of exercised Warrant Share certificates to the Notice shareholder, will be billed monthly to tile Company. A detailed accounting statement relating to the number of Exercise Warrants exercised and the Holder shall net amount of exercised funds remitted will be deemed for all corporate purposes given to have become the holder of record of Company with the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exerciseeach exercise amount. Notwithstanding anything herein to the contrary, The Company may deem and treat the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under Warrants at any time as the respective Warrant and such Warrant has been exercised in fullabsolute owner thereof for all purposes, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and the date of such purchasescontrary. The Company Warrants shall deliver any objection not entitle the holder thereof to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and agree that, purchased the shares of Common Stock prior to the record date fixed by reason the Board of Directors of the provisions Company for the determinations of this paragraph, following the purchase holders of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCommon Stock entitled to such dividend or other right.

Exercise. Subject to the provisions of Sections 4 and 7, the Warrant and this AgreementWarrants, when evidenced by a Warrant countersigned Certificate, may be exercised in whole or in part at any time during the period (the "Exercise Period") commencing on _______________, 2006 (the "Exercise Date") until ________________, 2008 (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent may and the Registered Holders of any such extension of the Exercise Period. A Warrant shall be exercised deemed to have been exercise immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price and shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requireddelivered, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares together with respect to which the Warrant has been exercisedpayment therefore, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until at its corporate offices located at 711 S. Carson Streex, Xxxxx #0, Carson City, NV, 89701 (the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full"Corporate Office"), in which casecash or by official bank or certified check, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of aggregate Exercise Price, in lawful money. Unless Warrant Shares purchased. The Registered Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchasesWarrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. The Company shall deliver not be obligated to issue any objection to fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Notice Warrant, or scrip or cash therefor, and such fractional shares shall be of Exercise within no value whatsoever. If more than one (1) Business Day Warrant shall be exercised at one time by the same Registered Holder, the number of receipt of such notice. The Registered Holder and any assignee, by acceptance full Shares which shall be issuable on exercise thereof shall be computed on the basis of the Warrantaggregate number of full Shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to the Expiration Date, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a ertificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant. The Company may deem and treat the Registered Holders of the Warrants as he absolute owners thereof for purchase hereunder at all purposes, and the Company shall not be affected by any given time may be less than notice to the amount stated contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the face thereofCommon Stock unless the Registered Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to any such dividend or other rights.

Exercise. Subject Tenant’s right to lease the provisions First Offer Space described in any First Offer Notice shall be exercisable by written notice from Tenant to Landlord of Tenant’s election to lease the applicable First Offer Space (a “FIRST OFFER EXERCISE NOTICE”) given not later than ten (10) business days after Landlord’s notice is given, time being of the Warrant and this Agreementessence. If such right is not so exercised, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing Tenant’s right of first offer shall thereupon terminate as to the office such portion of the Warrant AgentFirst Offer Space, or and Landlord may thereafter lease and grant options to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money lease such portion of the United States First Offer Space without notice to Tenant and free of any right in good certified check Tenant under this Section 30, provided that Landlord shall have leased or good bank draft payable granted an option to lease such First Offer Space within the order period ending six (6) months following the date of the Warrant Agent within three First Offer Notice regarding such First Offer Space plus, if Landlord is negotiating with a particular potential tenant at the time such period expires, such additional period (3not to exceed an additional four (4) trading days months) during which Landlord diligently continues to negotiate with such potential tenant (and Landlord shall, at Tenant’s request, provide Tenant with signed written evidence of the exercise of ongoing negotiation); otherwise, Landlord shall not enter into a lease or grant an option in any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery such portion of the Notice of Exercise First Offer Space without again giving the Holder shall be deemed for all corporate purposes notice referred to have become the holder of record of the Warrant Shares above. In addition, if Landlord enters into a lease or grants any options with respect to which any such First Offer Space, then, at the Warrant has been exercisedend of such lease (including any renewals thereof, irrespective whether or not pursuant to renewal options granted therein) and the expiration of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (all such other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein options, Tenant shall again have first offer rights with respect to such space under this Section 30, to the contrary, extent Landlord again proposes to lease or grant options to lease any portion thereof for a term commencing during the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofFirst Offer Period.

Exercise. Subject The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the provisions expiration of the Warrant term set forth in Section 2 and this Agreementin accordance with Section 3(b), a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing tendering to the Company at its principal office a notice of exercise in the Warrant Agentform attached hereto as Exhibit I (the “Notice of Exercise”), or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrantduly completed and executed. No ink-original Notice of Exercise shall be required, nor shall any and provided that the shares of Common Stock are being issued in the name of the Warrantholder as written above, a medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form Form shall not be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder Warrantholder shall not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all Company. Promptly upon receipt of the Warrant Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below (the “Exercise Shares available under the respective Warrant and such Warrant has been exercised in full, in which caseDelivery Date”), the Registered Holder shall surrender Company shall, as specified in the Warrant to the Company for cancellation within Notice of Exercise, (i) no later than three (3) trading business days of the date the final Notice of Exercise is delivered thereafter, issue to the Company. Partial exercises of Warrantholder a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing certificate for the number of Warrant Shares shares of Common Stock purchased and deliver the date certificate to an address in the United States as instructed by the Warrantholder or (ii) no later than three (3) business days thereafter, cause the shares of Common Stock purchased to be made available to the Warrantholder via the Depository Trust Company’s Deposit or Withdrawal at Custodian (“DWAC”) system if the shares are eligible for such purchasestransfer, or (iii) no later than seven (7) Trading Days thereafter, issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and deliver the certificate to an address in Russia as instructed by the Warrantholder. The Company shall also execute and deliver any objection to any Notice the Warrantholder the acknowledgment of Exercise within one exercise in the form attached hereto as Exhibit II (1the “Acknowledgment of Exercise”) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, indicating the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofshares which remain subject to future purchases under this Warrant, if any.

Exercise. Subject to the provisions of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent The Tag-Along Right may be exercised by the Registered Holder thereof Remaining Stockholders by delivery of a written notice in writing to the office Transferring Stockholder (the "Tag-Along Notice") within five business days following receipt of the Warrant Agentnotice specified in the preceding subsection. The Tag-Along Notice shall state the number of shares of Common Stock owned by the Remaining Stockholder which the Remaining Stockholder wishes to include in such Transfer; provided, or however, that without the written consent of the Transferring Stockholder, the number of shares belonging to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Remaining Stockholder included in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall such Transfer may not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all greater than such Remaining Stockholder's percentage beneficial ownership of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three Common Stock (3on a fully diluted basis) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of multiplied by the total number of Warrant Shares available thereunder shares of common stock to be sold by both the transferring stockholder and all remaining stockholders. Upon receipt of a Tag-Along Notice, the Transferring Stockholder shall have be obligated to transfer at least the effect of lowering the outstanding entire number of Warrant Shares purchasable thereunder shares of Common Stock set forth in an amount equal the Tag-Along Notice to the applicable number Transferee on the Transferee Terms; provided, however, that the Transferring Stockholder shall not consummate the purchase and sale of Warrant Shares purchasedany shares hereunder if the Transferee does not purchase all shares. The Registered Holder and If no Tag- Along Notice has been delivered to the Company shall maintain records showing Transferring Stockholder prior to the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance expiration of the Warrant, acknowledge five-day period referred to above and agree that, by reason of if the provisions of this paragraphSection have been complied with in all respects, following the purchase of Transferring Stockholder shall have the right for a portion 60 day calendar day period to Transfer Common Stock to the Transferee on the Transferee Terms without further notice to any other party, but after such 60-day period, no such Transfer may be made without again giving notice to the Remaining Stockholders of the Warrant Shares hereunder, proposed Transfer and complying with the number requirements of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.this Article V.

Exercise. Subject If the Prospective Selling Group elect to exercise their rights under this Section 3.2, the Prospective Selling Group shall furnish a written notice (the “Drag Along Notice”) to each other holder of Franchisee Shares. The Drag Along Notice shall set forth the principal terms of the proposed Sale insofar as it relates to the provisions Common Stock, including the number of Shares to be acquired from the Prospective Selling Group, the Drag Along Sale Percentage, the per Share consideration to be received in the proposed Sale and the name and address of the Warrant Prospective Buyer and this Agreement, a Warrant countersigned by whether or not the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office Prospective Buyer is an Affiliate of the Warrant AgentMajority Investors. If the Prospective Selling Group consummate the proposed Sale to which reference is made in the Drag Along Notice, or to each other holder of Franchisee Shares (each a “Participating Seller”, and, together with the office of its successor as Warrant Agent. The aggregate Warrant Price Prospective Selling Group, collectively, the “Drag Along Sellers”) shall be paid bound and obligated to Sell the Drag Along Sale Percentage of his Franchisee Shares in lawful money of the United States in good certified check or good bank draft payable to proposed Sale on the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requiredsame terms and conditions, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which each Franchisee Share Sold, as the Warrant has been exercisedProspective Selling Group shall Sell each Share in the Sale. Further, irrespective in the event that the Prospective Selling Group is given an option as to the form and amount of consideration to be received, all Drag Along Sellers will be given the same option, and if any Drag Along Seller is prohibited by applicable law or regulation (other than federal or state securities law) from receiving such form of consideration, the Company and/or Prospective Selling Group shall use reasonable commercial efforts to cause the prospective purchaser to accommodate such holder to the fullest extent possible. If at the end of the 180th day following the date of delivery the effectiveness of the Warrant Shares; provided payment of Drag Along Notice the aggregate Exercise Price (other than in Prospective Selling Group have not completed the case of a Cashless Exercise) is received within three Trading Days of delivery of proposed Sale, each Participating Seller shall be released from his obligation under the Notice of Exercise. Notwithstanding anything herein to the contraryDrag Along Notice, the Registered Holder Drag Along Notice shall not be required null and void, and it shall be necessary for a separate Drag Along Notice to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder be furnished and the Company shall maintain records showing the number of Warrant Shares purchased terms and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraphSection 3.2 separately complied with, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofin order to consummate such proposed Sale pursuant to this Section 3.2.

Exercise. Subject to the provisions of Sections 5 and 8, the Warrant and this Agreement, Warrants when evidenced by a Warrant countersigned by the Warrant Agent Certificate, may be exercised at a price (the "Exercise Price") of $6.00 per share of Common Stock in whole or in part at any time during the period (the "Exercise Period") commencing the date (the "Initial Exercise Date") of the Company's Prospectus and terminating on __________________________, 2001 (the "Expiration Date"). A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing and will be delivered together with payment to the office Warrant Agent at its corporate offices (the "Corporate Office"), in cash or by official bank or certified check, of the Warrant Agent, or an amount equal to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Exercise Price, in lawful money of the United States in good certified check or good bank draft payable of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the order number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent within three shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares, set forth in Section 5, have been 3 4 satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 5 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price payment to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Warrant Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full Warrant Shares issuable on such exercise. Within fifteen (315) trading days after the Exercise Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. Upon the exercise of any Warrant. No ink-original Notice of Exercise , the Warrant Agent shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery promptly deposit the payment into an escrow account established by mutual agreement of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of Company and the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than Agent at a federally insured commercial bank. All funds deposited in the case of escrow account will be disbursed on a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant weekly basis to the Company until the Registered Holder has purchased all of once they have been determined by the Warrant Shares available under Agent to be collected funds. Once the respective Warrant and such Warrant has been exercised in full, in which casefunds are determined to be collected, the Registered Holder Warrant Agent shall surrender cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of share certificates to the Company for cancellation within three (3) trading days shareholder, will be deducted from the exercise fee submitted prior to distribution of the date the final Notice of Exercise is delivered funds to the Company. Partial exercises A detailed accounting statement relating to the number of a Warrant resulting in purchases shares exercised and the net amount of a portion exercised funds remitted will be given to the Company with the payment of each exercise amount. The Company may deem and treat the Registered Holder of the total number of Warrant Shares available thereunder shall have Warrants at any time as the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder absolute owner thereof for all purposes, and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and the date of such purchasescontrary. The Company Warrants shall deliver any objection not entitle the holder thereof to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and agree that, purchased the shares of Common Stock prior to the record date fixed by reason the Board of Directors of the provisions Company for the determinations of this paragraph, following the purchase holders of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCommon Stock entitled to such dividend or other right.

Exercise. Subject to the provisions (a) Preferred Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Preferred Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by notice in writing check made payable to the office Preferred Warrant Agent for the account of the Warrant AgentCompany, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good certified funds by the Preferred Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Preferred Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Series 1 Preferred Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Series 1 Preferred Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Preferred Warrants have been exercised, the Preferred Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same, a Series 1 Preferred Stock certificate or certificates for the shares of Series 1 Preferred Stock deliverable upon such exercise, and the Preferred Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Preferred Warrants, the Preferred Warrant Agent shall promptly notify the Company and the Representative in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requiredCompany, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and Purchase Price, to be deposited promptly in the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCompany's bank account.

Exercise. Subject Tenant's right to lease the provisions First Offer Space described in any First Offer Notice shall be exercisable by written notice from Tenant to Landlord of Tenant's election to lease the applicable First Offer Space (a "FIRST OFFER EXERCISE NOTICE") given not later than ten (10) business days after Landlord's notice is given, time being of the Warrant and this Agreementessence. If such right is not so exercised, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing Tenant's right of first offer shall thereupon terminate as to the office such portion of the Warrant AgentFirst Offer Space, or and Landlord may thereafter lease and grant options to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money lease such portion of the United States First Offer Space without notice to Tenant and free of any right in good certified check Tenant under this Section 30, provided that Landlord shall have leased or good bank draft payable granted an option to lease such First Offer Space within the order period ending six (6) months following the date of the Warrant Agent within three First Offer Notice regarding such First Offer Space plus, if Landlord is negotiating with a particular potential tenant at the time such period expires, such additional period (3not to exceed an additional four (4) trading days months) during which Landlord diligently continues to negotiate with such potential tenant (and Landlord shall, at Tenant's request, provide Tenant with signed written evidence of the exercise of ongoing negotiation); otherwise, Landlord shall not enter into a lease or grant an option in any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery such portion of the Notice of Exercise First Offer Space without again giving the Holder shall be deemed for all corporate purposes notice referred to have become the holder of record of the Warrant Shares above. In addition, if Landlord enters into a lease or grants any options with respect to which any such First Offer Space, then, at the Warrant has been exercisedend of such lease (including any renewals thereof, irrespective whether or not pursuant to renewal options granted therein) and the expiration of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (all such other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein options, Tenant shall again have first offer rights with respect to such space under this Section 30, to the contrary, extent Landlord again proposes to lease or grant options to lease any portion thereof for a term commencing during the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofFirst Offer Period.

Exercise. (a) Subject to the provisions of Article V, each of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent --------- Warrants may be exercised by the Registered Holder thereof by notice in writing applicable Purchaser, or such Purchaser's successor Holders, at any time or from time to time after the Closing Date and prior to 12:00 p.m. midnight (Dallas, Texas time) on the tenth (10th) anniversary of the Closing Date; provided, however, -------- ------- that as a condition to the office expiration of any Warrant exercise rights, the Company shall be required to give each Holder not more than ninety (90) and not less than sixty (60) days' prior written notice of such expiration. Each of the Warrants may be exercised on any day that is a Business Day, for all or any part of the number of Issuable Warrant AgentShares purchasable upon its exercise. In order to exercise any Warrant, in whole or in part, the Holder will deliver to the office Company at the address designated by the Company pursuant to Section 10.06, (i) a ------------- written notice of such Holder's election to exercise its successor as Warrant, which notice will specify the number of Issuable Warrant Agent. The aggregate Warrant Price shall Shares to be paid in lawful money purchased pursuant to such exercise, (ii) payment of the United States Exercise Price, in good certified check or good bank draft payable an amount equal to the order aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (iii) the Warrant. Such notice will be substantially in the form of the Warrant Agent Subscription Form appearing at the end of the Warrants. Upon the receipt of such notice, the Company will, as promptly as practicable, and in any event within three (3) trading days Business Days, execute, or cause to be executed, and deliver to such Holder a certificate or certificates representing the aggregate number of full shares of Common Stock and Other Securities issuable upon such exercise, as provided in this Agreement. The certificate or certificates so delivered will be in such denominations as may be specified in such notice or by such Holder and will be registered in the exercise name of any Warrantsuch Holder, or such other name as designated in such notice or by such Holder. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall A Warrant will be deemed for all corporate purposes to have been exercised, such certificate or certificates will be deemed to have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become the a holder of record of shares for all purposes, as of the date that payment of the Exercise Price and the applicable Warrant are received by the Company. If the Warrant has been exercised in part, then the Company will, at the time of delivery of such certificate or certificates, deliver to such Holder a new Warrant evidencing the rights of such Holder to purchase a number of Issuable Warrant Shares with respect to which the Warrant has not been exercised, irrespective which new Warrant will, in all other respects, be identical with the Warrants, or, with the consent of the date of delivery of such Holder, appropriate notation may be made on the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of and the Warrant Shares available under the respective Warrant and returned to such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofHolder.

Exercise. Subject to the provisions of this Section 8.6, the Warrant and Original Limited Partners shall have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), which shall be irrevocable except as set forth in this AgreementSection 8.6(a). The redemption shall occur on the Specified Redemption Date; provided, however, a Warrant countersigned by Specified Redemption Date shall not occur until on or after the Warrant Agent First Redemption Date (or such later date as may be exercised by the Registered Holder thereof by notice in writing specified pursuant to the office any agreement with an Original Limited Partner); and provided further that a holder of Class A Units shall not exercise a Redemption Right until as of the Warrant Agentfirst Subsequent Closing. An Original Limited Partner may exercise a Redemption Right any time after the date hereof with an effective Specified Redemption Date as of a date on or after the First Redemption Date and any number of times; provided, or to the office however, that a holder of its successor Class A Units shall not exercise a Redemption Right until as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to first Subsequent Closing. A Redeeming Partner may not exercise the order Redemption Right for less than 1,000 Units or, if such Redeeming Partner holds less than 1,000 Units, all of the Warrant Agent within three Units held by such Redeeming Partner. If (3i) trading days of an Original Limited Partner acquires any Units after the First Closing from another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the exercise of any Warrant. No ink-original Notice a Redemption Right hereunder and (ii) the issuance of Exercise shall be required, nor shall any medallion guarantee (or other type a Share Amount pursuant to the exercise of guarantee or notarization) a Redemption Right would violate the provisions of any Notice of Exercise form be required. Upon delivery Section 5.2 of the Notice Articles of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record Incorporation as a result of the Warrant ownership of such additional Units or Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price so acquired by such Original Limited Partner (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the date exercise of such purchases. The Company shall deliver any objection Redemption Right to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of comply with the provisions of this paragraph, following the purchase of a portion said Section 5.2 of the Warrant Shares hereunderArticles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be in violation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the number amount which would be payable to such Redeeming Partner pursuant to Section 5.3 of Warrant the Articles of Incorporation if such Excess Shares available for purchase hereunder at were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Schedule 8.6(a). This Section 8.6(a) shall in no way or manner be construed as limiting the application of the Articles of Incorporation or constitute any given time may be less than the amount stated on the face thereofform of waiver or exemption thereunder.

Exercise. Subject to the provisions of Sections 4 and 7, the Warrant and this AgreementWarrants, when evidenced by a Warrant countersigned Certificate, may be exercised in whole or in part at any time during the period (the "Exercise Period") commencing on _______________, 200__ (the "Exercise Date") until ________________, 200___ (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent may and the Registered Holders of any such extension of the Exercise Period. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing to the office of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price and shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requireddelivered, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares together with respect to which the Warrant has been exercisedpayment therefor, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until at its corporate offices located at 711 S. Carson Strxxx, Xxxxx #0, Carson City, NV, 89701 (the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full"Corporate Office"), in which casecash or by official bank or certified check, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of aggregate Exercise Price, in lawful money. Unless Warrant Shares purchased. The Registered Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchasesWarrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. The Company shall deliver not be obligated to issue any objection to fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Notice Warrant, or scrip or cash therefor, and such fractional shares shall be of Exercise within no value whatsoever. If more than one (1) Business Day Warrant shall be exercised at one time by the same Registered Holder, the number of receipt of such notice. The Registered Holder and any assignee, by acceptance full Shares which shall be issuable on exercise thereof shall be computed on the basis of the Warrantaggregate number of full Shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to the Expiration Date, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant. The Company may deem and treat the Registered Holders of the Warrants as he absolute owners thereof for purchase hereunder at all purposes, and the Company shall not be affected by any given time may be less than notice to the amount stated contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the face thereofCommon Stock unless the Registered Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to any such dividend or other rights.

Exercise. Subject to the provisions of SECTION 10.11, Landlord hereby grants to Tenant an option (the Warrant and "OFFICE FACILITY OPTION") to cause this Agreement, a Warrant countersigned by Lease to be amended so as to (i) obligate Landlord to construct on Parcel C an addition (the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing "OFFICE FACILITY ADDITION") to the office then-existing improvements located on any one or more of Parcels A, B and D and (ii) for all purposes of this Lease, add to and include within the definition of the Warrant Agent"Premises" such Office Facility Addition, add to and include within the definition of the "Land" the land comprising Parcel C, and cause the Office Facility Addition to be deemed to be within the definition of a "Building", all on and subject to the terms and conditions set forth in this ARTICLE 45. The Office Facility Option shall be exercisable only (a) during the first seven years of the Term of this Lease (the "FIRST OFFICE FACILITY OPTION PERIOD"), or to (b) during the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money period (the "SECOND OFFICE FACILITY OPTION PERIOD") beginning on the first day of the United States in good certified check or good bank draft payable to eighth Lease Year and ending on the order last day of the Warrant Agent within three twentieth Lease Year if Tenant pays to Landlord the sum of $30,000.00 in cash on the first day (3without any notices, extensions or grace periods except as expressly provided in SECTION 45.13) trading days of the eighth Lease Year and on the first day (without any notice, extensions or grace periods) of each Lease Year thereafter until exercise of the option. Tenant shall exercise the Office Facility Option, if at all, by delivering to Landlord within the First Office Facility Option Period (or, if this Option shall not theretofore have lapsed or terminated, the Second Office Facility Option Period) a written notice (the "OFFICE FACILITY NOTICE") stating that Tenant is thereby unconditionally exercising the Office Facility Option. Tenant's failure for any Warrantreason whatsoever, whether or not within Tenant's control, to timely deliver the Office Facility Notice to Landlord within the First Office Facility Option Period or, if all of the annual $30,000.00 payments required to activate and continue the effectiveness of the Office Facility Option have been timely paid, within the Second Office Facility Option Period, shall constitute Tenant's irrevocable election not to exercise the Office Facility Option and its irrevocable waiver and release thereof, and shall automatically and without any grace or cure period result in the permanent and complete expiration, lapsing and termination of such Option. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) Tenant's failure to pay the required $30,000.00 sum on the first day of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares Lease Year (without any extensions, notices or grace periods except as is expressly provided, with respect to which the Warrant has been exercisedfirst of such payments only, irrespective in SECTION 45.13 hereinbelow) within the Second Office Facility Option Period shall result in an automatic, immediate and permanent lapse and termination of the date of delivery of Office Facility Option (but such lapse and termination shall not, by itself, terminate, diminish or affect in any way Tenant's obligation to pay all Impositions for or relating to Parcel C unless and until the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein conditions precedent to the contrarytermination of such obligations, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised as set out elsewhere in fullthis Lease, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder occurred and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofbeen satisfied).

Exercise. (a) Subject to compliance by the provisions Registered Holder of this Warrant and the Company with the requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, if applicable, this Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder thereof or by notice in writing to such Registered Holder's duly authorized attorney, at the principal office of the Warrant AgentCompany, or to at such other office or agency as the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Company may designate, accompanied by payment in full, in lawful money of the United States (or surrender of Warrants as provided below), of the Purchase Price payable in good certified check or good bank draft payable respect of the number of Warrant Shares purchased upon such exercise. (rev. 9/23/97) 2 (b) The Registered Holder may, at its option to the order extent it holds sufficient warrants in-the-money, to elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant Agent within three by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (3i) trading days the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee by (or other type of guarantee or notarizationii) of any Notice of Exercise form be required. Upon delivery the excess of the Notice Fair Market Value per share of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant Shares pursuant to this method of payment with respect to which the maximum number of Warrant has been exercisedShares purchasable pursuant to this method, irrespective then the number of Warrant Shares so purchasable shall be equal to the date total number of delivery of the Warrant Shares; provided payment of , minus the aggregate Exercise Price product obtained by multiplying (other than in the case of a Cashless Exercisex) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder by (y) a fraction, the numerator of which shall have be the effect Purchase Price per share and the denominator of lowering which shall be the outstanding number Fair Market Value per share of Warrant Shares purchasable thereunder in an amount equal Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to the applicable number next paragraph). If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of Warrant Shares purchased. The the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder and of the Company Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall maintain records showing be the number amount next determined by the Board of Warrant Shares purchased and Directors to represent the date fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such purchases. The Company shall deliver any objection to any Notice a determination within 15 days of Exercise within one (1) Business Day of receipt of such notice. The a request by the Registered Holder that it do so, and any assignee, by acceptance (C) the exercise of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.this

Exercise. Subject Each Tag-along Stockholder shall exercise its right to participate in a Tag-along Sale by delivering to the provisions Selling Stockholders a notice (a “Tag-along Notice”) stating its election to do so and specifying the number of its Company Shares it desires to Transfer in such Tag-along Sale (up to the maximum number it is permitted to Transfer pursuant to this Section 3.04) no later than twenty (20) days after receipt of the Warrant Sale Notice (the “Tag-along Period”). The election by a Tag-along Stockholder set forth in its Tag-along Notice shall be irrevocable except as provided in this Section 3.04(c), and this Agreementsuch Tag-along Stockholder shall be bound and obligated, a Warrant countersigned by and entitled, to Transfer such Company Shares in the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing proposed Tag-along Sale on and subject to the office of the Warrant Agent, or to the office of its successor as Warrant Agentterms and conditions set forth in this Section 3.04. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No inkEach Tag-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder along Stockholder shall have the effect right to Transfer in a Tag-along Sale up to the same percentage of lowering its Company Shares as the outstanding percentage of the Company Shares held by the Selling Stockholders being Transferred in such Tag-along Sale. For the avoidance of doubt, if the aggregate number of Warrant Company Shares purchasable thereunder that the Tag-along Participating Stockholders have elected to Transfer in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing Tag-along Sale exceeds the number of Warrant Company Shares purchased and that the date of such purchases. The Company shall deliver any objection Proposed Transferee is willing to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assigneeacquire, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, then the number of Warrant Company Shares available for purchase hereunder at any given time may that each Tag-along Participating Stockholder will Transfer in the Tag-along Sale shall be proportionately reduced until the aggregate number of Company Shares that the Tag-along Participating Stockholders will Transfer in such Tag-along Sale equals the number of Company Shares that the Proposed Transferee is willing to acquire; provided, that in no event will the number of Company Shares that the Tag-along Stockholder is permitted to sell in the Tag-along Sale be reduced to less than the amount stated on same percentage of such Tag-along Stockholder’s Company Shares as the face thereofpercentage of the Company Shares held by the Selling Stockholders being Transferred in such Tag-along Sale. Notwithstanding the foregoing, if the terms of, or agreements for, a Tag-along Sale materially change from those provided in the Sale Notice or if the percentage of the Company Shares owned by the Selling Stockholders to be Transferred in the Tag-along Sale shall change from the percentage set forth in 16 the Sale Notice, the Selling Stockholders shall deliver to each Tag-along Stockholder (whether or not such Tag-along Stockholder has previously sent a timely Tag-along Notice) an updated Sale Notice reflecting such changes and each Tag-along Stockholder shall have the right, exercisable within ten (10) Business Days, to elect to participate in, change its participation in or withdraw its participation in such Tag-along Sale.

Exercise. Subject to the provisions (a) Redeemable Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Redeemable Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, PROVIDED that the Warrant Certificate representing such Redeemable Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by notice in writing certified or bank check made payable to the office Company, of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid an amount in lawful money of the United States of America equal to the applicable Exercise Price has been received in good certified funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Redeemable Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock or Units, as the case may be, which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock or Units, as the case may be, issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five Business Days after such date, if one or more Redeemable Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock or Units, as the case may be, deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Redeemable Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount, in cash or by check or good bank draft made payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be requiredCompany, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and Exercise Price for such Redeemable Warrants less any amount payable to the Company shall maintain records showing Representatives under Section 4(b) below, to be deposited promptly in the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCompany's bank account.

Exercise. Subject to The Option shall be exercisable in full on and after one year from the provisions date of grant, so that from and after October 27, 1996 the Holder may purchase all of the Warrant and this Agreement, Option Shares. If the Company files a Warrant countersigned by registration statement under the Warrant Agent Securities Act of 1933 for an initial public offering of its Common Stock Holder may purchase all of the Option Shares at such time or any time thereafter. The Option may be exercised in whole or in part, at the 2 option of Holder, on or before the Expiration Date (hereinafter defined) by the Registered Holder thereof by notice in writing delivering to the office Company written notice of Holder's exercise ("Exercise Notice") stating the Warrant Agentamount of Option Shares to be purchased thereby, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified accompanied by either (i) a check or good bank draft ("Check") made payable to the order of the Warrant Agent Company for the aggregate sum due for the Option Shares then being purchased, or (ii) notice to the Company that Holder elects to borrow the funds for such purchase in accordance with Paragraph 5 below ("Loan Notice"). As soon as practicable thereafter, and in any event within three ten (310) trading business days of the exercise Company's receipt of any Warrantthe Exercise Notice and either a Check or a Loan Notice, the Company shall issue and deliver to Holder a certificate representing the Option Shares being purchased pursuant to such Exercise Notice. No ink-original Notice of Exercise Each such certificate shall bear the legend or legends required by applicable securities laws as well as such other legends the Company requires to be included on certificates for its Common Stock. Such certificate or certificates shall be required, nor shall deemed to have been issued and Holder or any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form persons so designated to be required. Upon delivery of the Notice of Exercise the Holder named therein shall be deemed for all corporate purposes to have become the a holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days shares as of the date the final Exercise Notice of Exercise or Loan Notice is delivered to the Company. Partial exercises In the case of a Warrant resulting in purchases of a portion an exercise for less than all of the total number of Warrant Option Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal permitted to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares be purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder Holder shall reserve the right to exercise the Option at any given time may be less than and from time to time prior to the amount stated on Expiration Date for the face thereofremainder of the Option Shares.

Exercise. Subject to the provisions (a) Warrants in denominations of the Warrant and this Agreement, a Warrant countersigned by the Warrant Agent one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the 7 Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provision set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by notice in writing check made payable to the office Warrant Agent for the account of the Warrant AgentCompany, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good certified funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than two or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if two or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any two or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check or good bank draft made payable to the order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. 8 (b) At any time upon the exercise of any two or more Warrants after the date hereof, the Warrant Agent shall, on a daily basis, within three (3) trading two business days after such exercise, notify the Representatives, their successors or assigns of the exercise of any Warrant. No ink-original Notice such Warrants and shall, on a weekly basis (subject to collection of Exercise shall be requiredfunds constituting the tendered Purchase Price, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery but in no event later than five business days after the last day of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to calendar week in which the Warrant has been exercisedsuch funds were tendered), irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein remit to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in Representatives an amount equal to $.40 for each Warrant being then exercised unless the Representatives shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended, (the 'Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable number of state securities or "blue sky" laws, or the Warrants are those underlying the Representatives' Warrants in which event, the Warrant Shares purchased. The Registered Holder Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Company Warrant Agent's obligation to make such payments shall maintain records showing be suspended until the number of Warrant Shares purchased amount payable aggregates $1,000, and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assigneeprovided further, by acceptance of the Warrant, acknowledge and agree that, by reason in any event, any such payment (regardless of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may amount) shall be made not less frequently than the amount stated on the face thereofmonthly.

Exercise. Subject to the provisions of the Each Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. Warrants may only be exercised for purchase of whole shares of Common Stock. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Registered Holders thereof, either in full or from time to time in part. Warrants may be exercised upon surrender to the Company at the principal office of the Warrant Agent, of the certificate or certificates evidencing the Warrants to be exercised (except as otherwise provided herein), together with the form of election to purchase on the reverse thereof duly filled in and signed and upon payment to the office Warrant Agent for the account of its successor as Warrant Agentthe Company of the purchase price for the number of shares of Common Stock issuable on exercise of the Warrants then being exercised. The Payment of the aggregate Warrant Price purchase price shall be paid made in lawful money of the United States in good cash or by certified check or good official bank draft payable check. A Warrant shall be deemed to have been exercised immediately prior to the order close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent within three (3) trading days shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee event within five (or other type of guarantee or notarization5) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading business days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and after the date of such purchases. The notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of instruct the Warrant Shares hereunder, the number Agent to refrain from causing such issuance of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.certificates pending

Exercise. (a) Subject to the provisions Section 1, exercise of the rights represented by this Warrant and this Agreementwith respect to Warrant Shares may be effected, a Warrant countersigned by in whole or in part, at any time or times on or after the Warrant Agent Effective Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may be exercised by the Registered Holder thereof designate by notice in writing to the office registered Holder at the address of the Warrant Agent, or to Holder appearing on the office books of its successor the Company) of a duly completed and executed copy of a notice of exercise substantially in the form attached hereto as Warrant AgentExhibit A (a “Notice of Exercise”). The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee date on which such delivery will have taken place (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become taken place) will be referred to herein as the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of “Exercise Date”. Within two Business Days following the date of delivery of exercise as aforesaid, the Warrant Shares; provided payment of Holder will deliver the aggregate Exercise Price (other than for the shares specified in the case of a Cashless Exercise) is received within three Trading Days of delivery of the applicable Notice of Exercise, at its option, (i) by wire transfer of immediately available funds or (ii) by cashless exercise as set forth in Section 2(d); provided, however, in the event that the Holder has not delivered such aggregate Exercise Price within two Business Days following the date of such exercise as aforesaid, the Company will not be obligated to deliver such Warrant Shares hereunder until such payment is made. Notwithstanding anything herein to the contrary, the Registered Holder shall will not be required to physically surrender its this Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under hereunder and the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall will surrender the this Warrant to the Company for cancellation within three (3) trading days of Business Days after the date the final Notice of Exercise is delivered to the Companyrelevant event will have occurred. Partial exercises of a this Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall hereunder will have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall will maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall will deliver any objection to any Notice of Exercise within one (1) two Business Day Days of receipt of such notice. The Registered Holder and any assigneeHolder, by acceptance of the this Warrant, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofhereof.

Exercise. Subject to the provisions of Sections 4, 7 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised at a price (the "Exercise Price") of $3.50 per share, in whole or in part, commencing on the date of issuance (the "Initial Exercise Date") and terminating on July 31, 2004, unless extended by the Company's Board of Directors (the "Exercise Period"), at any time during such period that the Company's Registration Statement with respect to the Warrant Shares is effective and this Agreement, a Warrant countersigned by current. The Company shall promptly notify the Warrant Agent may of the effectiveness of such Registration Statement, any suspension of effectiveness and of any such extension of the Exercise Periods. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof by notice or his attorney duly authorized in writing and will be delivered together with payment to the office Warrant Agent at 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, (the "Corporate Office") or such other place as designated by the Company, in cash or by official bank or certified check, of the Warrant Agent, or an amount equal to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in good certified check Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price to the exercising Registered Holder or good bank draft payable to hold the same until all such conditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Warrant Agent within three (3) trading days of Company. Upon the exercise of any Warrant. No ink-original Notice of Exercise , the Warrant Agent shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery promptly deposit the payment into a segregated account established by mutual agreement of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of Company and the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than Agent at a federally insured commercial bank. All funds deposited in the case of escrow account will be disbursed on a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant weekly basis to the Company until the Registered Holder has purchased all of once they have been determined by the Warrant Shares available under Agent to be collected funds. Once the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the Company for cancellation within three (3) trading days shareholder, will be deducted from the exercise fee submitted prior to distribution of the date the final Notice of Exercise is delivered funds to the Company. Partial exercises A detailed accounting statement relating to the number of a shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the exercise periods. A complete accounting will be made by the Warrant resulting in purchases Agent to the Company concerning all persons exercising Warrants, the number of a portion shares issued and the amounts paid at the completion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchasedExercise Period. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall maintain records showing not be affected by any notice to the number of Warrant Shares purchased and the date of such purchasescontrary. The Company Warrants shall deliver any objection not entitle the holder thereof to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and agree that, purchased the shares of Common Stock prior to the record date fixed by reason the Board of Directors of the provisions Company for the determination of this paragraph, following the purchase holders of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereofCommon Stock entitled to such dividend or other right.

Exercise. Subject To the extent that the SAR shall have become and remains exercisable as provided in Section 3 and subject to such reasonable administrative regulations as the Board or the Committee may have adopted, the SAR may be exercised, in whole or in part, by notice to the provisions Secretary of the Warrant and this Agreement, a Warrant countersigned by Company or the Warrant Agent may be exercised by the Registered Holder thereof by notice Option Administration Department in writing given 15 business days prior to the office date on which the Grantee expects to exercise the SAR (the “Exercise Date”), specifying the number of the Warrant Agent, or to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant SAR Shares with respect to which the Warrant has been exercisedSAR is being exercised (the “Exercise Shares”) and the expected Exercise Date, irrespective provided that if shares of Common Stock are traded on a U.S. national securities exchange or bid and ask prices for shares of Common Stock are quoted over the NASDAQ National Market (“NASDAQ”) operated by the National Association of Securities Dealers, Inc., notice may be given five business days before the Exercise Date. Upon exercise of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrarySAR, the Registered Holder Grantee shall not be required entitled to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of receive a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have shares of Common Stock (the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount “Net SAR Shares”) equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing quotient obtained by dividing x by y, where: x = the number of Warrant Exercise Shares purchased and multiplied by the date excess, if any, of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1A) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase Fair Market Value of a portion share of Common Stock on the Warrant Shares hereunderExercise Date over (B) the Exercise Price, and y = the Fair Market Value of a share of Common Stock on the Exercise Date. No fractional share of Common Stock shall be issued to make any payment in respect of SAR; if any fractional share would be issuable, the number of Warrant Net SAR Shares available for purchase hereunder at payable to the Grantee shall be rounded down to the next whole share (no payment of cash, shares or other consideration shall be made with respect to such fractional share). The Company may require the Grantee to furnish or execute such other documents as the Company shall reasonably deem necessary (i) to evidence such exercise, (ii) to determine whether registration is then required under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and (iii) to comply with or satisfy the requirements of the Securities Act, applicable state or non-U.S. securities laws or any given time may be less than the amount stated on the face thereof.other law. SARS: July 1, 2008 Issuance

Exercise. Subject In order to exercise the Option with respect to any vested shares of Common Stock hereunder, the Optionee shall provide written notice to the provisions Company at its principal executive office to the attention of the Warrant and Company's chief financial officer. The notice must: (i) state the number of shares of Common Stock being purchased; (ii) be signed or otherwise given by the Optionee (or by a permitted transferee pursuant to this Agreement); (iii) be accompanied by payment of the aggregate exercise price for all shares of Common Stock being purchased (unless the Optionee has provided for payment through a broker-dealer or other means as permitted under this Agreement); and (iv) be accompanied by payment of the amount that the Company is required to withhold for federal income or other tax purposes (unless the Optionee has provided for payment of those taxes to the Company in another manner permitted under this Agreement). At the time of exercise, the Optionee shall pay to the Company the Option price per share set forth in Section 1 times the number of vested shares as to which the Option is being exercised. The Optionee shall make such payment by delivering (a) cash, (b) a Warrant countersigned cashier's check, (c) shares of Common Stock having a Fair Market Value equal to the aggregate exercise price, (d) cancellation of the Option with respect to a certain number of the vested shares of Common Stock sought to be exercised, which number of shares to be canceled is derived by dividing the aggregate exercise price pertaining to the option shares sought to be exercised by the Warrant Agent Fair Market Value of a share of Common Stock, or (e) any other consideration that the Board of Directors determines is consistent with applicable law. If the Option is exercised in full, the Optionee shall surrender this Agreement to the Company for cancellation. If the Option is exercised in part, the Optionee shall surrender this Agreement to the Company so that the Company may make appropriate notation hereon or cancel this Agreement and issue a new agreement representing the unexercised portion of the Option. For purposes of illustration, clause (d) operates as follows: assuming an exercise price of $7.00 per share and a Fair Market Value of $10.00 per share on the date of exercise, if options to acquire 100,000 shares are sought to be exercised, then 70,000 of the 100,000 options are canceled (as the payment of the exercise price for the 100,000 options), and only 30,000 shares would be issued to the Optionee. No further consideration is paid to the Company with respect to the exercise of these 100,000 options. If the shares of Common Stock issued upon the exercise of the Option are covered by an effective registration statement under the Securities Act of 1933, as amended, the Option may be exercised by a broker-dealer acting on behalf of the Registered Holder thereof by notice in writing Optionee if (i) the broker-dealer has received from the Optionee or the Company a fully- and duly-endorsed agreement evidencing the Option, (ii) the Optionee has delivered Optionee's signed instructions to the office broker-dealer and the Company directing the Company to deliver the shares of Common Stock to be issued upon exercise of the Warrant Agent, or Option to the office of its successor as Warrant Agent. The aggregate Warrant Price shall be paid in lawful money broker-dealer on behalf of the United States in good certified check or good bank draft payable to Optionee and specifying the order of the Warrant Agent within three account into which such shares should be deposited, (3iii) trading days of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, (iv) the broker-dealer delivers to the Company the aggregate exercise price in accordance with the first paragraph of this Section 3, and (v) the broker-dealer and the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision. Subject to Section 9, the Company shall promptly issue and deliver a certificate representing the number of shares of Common Stock as to which the Warrant Option has been exercised, irrespective exercised after the Company receives a notice of exercise and upon receipt by the date of delivery of the Warrant Shares; provided payment Company of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder exercise price and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time tax withholding as may be less than the amount stated on the face thereofrequested.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to time, commencing on ___________ and prior to 5:00 P.M., Eastern Standard Time on _______________, by the provisions Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 10(a) hereof, together with proper payment of the Aggregate Warrant and this Agreement, a Warrant countersigned by the Warrant Agent may be exercised by the Registered Holder thereof by notice in writing to the office of the Warrant AgentPrice, or to the office of its successor as proportionate part thereof if this Warrant Agentis exercised in part. The aggregate Payment for Warrant Price Shares shall be paid in lawful money of the United States in good made by certified or official bank check or good bank draft payable to the order of the Company. If this Warrant Agent within three (3) trading days Exhibit 4.2 - Pg. 2 is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the exercise of any Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be requiredAggregate Warrant Price applicable to such Warrant Shares. Upon delivery such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Notice Holder for the largest number of Exercise whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) such fraction of a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed for all corporate purposes to have become be the holder of record of the Warrant Shares with respect to which the Warrant has been exercisedCommon Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on _______ __, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within three Trading Days of delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, the Registered Holder shall not be required to physically surrender its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available under the respective Warrant and such Warrant has been exercised in full, in which case, the Registered Holder shall surrender the Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Registered Holder and any assignee, by acceptance of the Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof____.