Common use of Underlying Warrants Clause in Contracts

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits to the Warrant Agreement. Subject to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-paid and non-assessable share of Common Stock at an initial purchase price of $8.25 during the five (5) year period commencing on the Effective Date of the Registration Statement, at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-paid and non-assessable shares of Common Stock (subject to adjustment as provided in the Warrant Agreement) set forth in such Warrant Certificate, free and clear of all preemptive rights of stockholders, provided that such registered Holder complies with the terms governing exercise of the Underlying Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits to the Warrant Agreement. Subject to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-paid and non-assessable share of Common Stock at an initial purchase price of $8.25 7.50 during the five (5) year period commencing on the Effective Date of the Registration Statement, at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-paid and non-assessable shares of Common Stock (subject to adjustment as provided in the Warrant Agreement) set forth in such Warrant Certificate, free and clear of all preemptive rights of stockholders, provided that such registered Holder complies with the terms governing exercise of the Underlying Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits to the Warrant Agreement. Subject to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable nonassessable share of Common Stock at an initial purchase price of $8.25 the Warrant IPO Price during the five (5) four year period commencing on the Purchase Date and ending at the Effective Date of the Registration StatementTime, at which time the Underlying Warrants, unless the exercise period has been extended, Warrants Share shall expire. The exercise price of the Underlying Warrants Warrant Share Exercise Price and the number of shares of Common Stock Underlying Warrant Shares issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Representative's Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable nonassessable shares of Common Stock (subject to adjustment as provided in the Warrant Agreement) set forth in such Warrant Certificate, free and clear of all preemptive rights of stockholders, provided that such registered Holder complies with the terms governing exercise of the Underlying Warrant set forth in the Warrant Agreement, and pays the applicable exercise priceUnderlying Warrant Share Exercise Price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Representative's Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits to the Warrant Agreement. Subject to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-paid and non-assessable share of Common Stock at an initial purchase price of $8.25 during the five (5) year period commencing on the Effective Date of the Registration Statement, at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Representative Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-paid and non-assessable shares of Common Stock (subject to adjustment as provided in the Warrant Agreement) set forth in such Warrant Certificate, free and clear of all preemptive rights of stockholders, provided that such registered Holder complies with the terms governing exercise of the Underlying Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Representative Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits to the Warrant Agreement. Subject to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-paid and non-assessable share of Common Stock at an initial purchase price of $8.25 6.00 during the five (5) year period commencing on the Effective Date of the Registration Statement, at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-paid and non-assessable shares of Common Stock (subject to adjustment as provided in the Warrant Agreement) set forth in such Warrant Certificate, free and clear of all preemptive rights of stockholders, provided that such registered Holder complies with the terms governing exercise of the Underlying Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits to the Warrant Agreement. Subject to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable nonassessable share of Common Stock at an initial purchase price of $8.25 the Warrant IPO Price during the five (5) year period commencing on the Purchase Date and ending at the Effective Date of the Registration StatementTime, at which time the Underlying Warrants, unless the exercise period has been extended, Warrants Share shall expire. The exercise price of the Underlying Warrants Warrant Share Exercise Price and the number of shares of Common Stock Underlying Warrant Shares issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Representative's Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable nonassessable shares of Common Stock (subject to adjustment as provided in the Warrant Agreement) set forth in such Warrant Certificate, free and clear of all preemptive rights of stockholders, provided that such registered Holder complies with the terms governing exercise of the Underlying Warrant set forth in the Warrant Agreement, and pays the applicable exercise priceUnderlying Warrant Share Exercise Price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Representative's Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits to the Warrant Agreement. Subject to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable nonassessable share of Common Stock at an initial purchase price of $8.25 7.8125 during the five (5) four year period commencing on the Purchase Date and ending at the Effective Date of the Registration StatementTime, at which time the Underlying Warrants, unless the exercise period has been extended, Warrants Share shall expire. The exercise price of the Underlying Warrants Warrant Share Exercise Price and the number of shares of Common Stock Underlying Warrant Shares issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable nonassessable shares of Common Stock (subject to adjustment as provided in the Warrant Agreement) set forth in such Warrant Certificate, free and clear of all preemptive rights of stockholders, provided that such registered Holder complies with the terms governing exercise of the Underlying Warrant set forth in the Warrant Agreement, and pays the applicable exercise priceUnderlying Warrant Share Exercise Price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits to the Warrant Agreement. Subject to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-paid and non-assessable share of Common Stock at an initial purchase price of $8.25 3.375 during the five (5) year period commencing on the Effective Date of the Registration Statement, at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-paid and non-assessable shares of Common Stock (subject to adjustment as provided in the Warrant Agreement) set forth in such Warrant Certificate, free and clear of all preemptive rights of stockholders, provided that such registered Holder complies with the terms governing exercise of the Underlying Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.such

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Redeemable Warrant AgreementAgreement provided, however, that the Underlying Warrants will be subject to redemption only after the Warrants have been exercised and the Underlying Warrants are outstanding. Subject Two Underlying Warrants shall entitle the Holder to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock at an initial purchase price of $8.25 during the five (5) year period commencing 4.00 from ___________, 1997 until 5:00 P.M. New York time on the Effective Date of the Registration Statement___________, 2001 at which time the Underlying Warrants, unless the exercise period has been extended, Warrants shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 8 of the Redeemable Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Redeemable Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholders, provided that such registered Holder holder complies with the terms governing exercise of the Underlying Warrant Warrants set forth in the Redeemable Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Redeemable Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this AgreementSection 6.1 hereof, the Underlying Warrants shall be governed in all respects by the terms of the Redeemable Warrant Agreement, except that any notice of redemption that the Company may issue with respect to the Redeemable Warrants shall be applicable to the Underlying Warrants subject to the first sentence of this Section 13. The Underlying Warrants shall be transferrable transferable in the manner provided in the Redeemable Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate Certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), which will not be unreasonably withheld, the Redeemable Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Redeemable Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits to the Warrant Agreement. Subject to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-paid and non-assessable share of Common Stock at an initial purchase price of $8.25 8.80 during the five (5) year period commencing on the Effective Date of the Registration Statement, at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-paid and non-assessable shares of Common Stock (subject to adjustment as provided in the Warrant Agreement) set forth in such Warrant Certificate, free and clear of all preemptive rights of stockholders, provided that such registered Holder complies with the terms governing exercise of the Underlying Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate certificates representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Public Warrant Agreement. Subject to the terms of this Agreement; provided, one however, (1i) each Underlying Warrant issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock in respect of the Underlying Warrant at an initial purchase price of $8.25 during the five (5) year period 9.075 per share at any time commencing on the Effective Separation Date until __________, 2002 and (ii) the Target Redemption Price (as defined in the Public Warrant Agreement) of the Registration Statement, at which time Underlying Warrants is 150% of the then effective exercise price of the Underlying Warrants. As set forth in Section 8.5 of this Agreement, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 9 of the Public Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock Underlying Warrant Shares (subject to adjustment as provided herein and in the Public Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholdersshareholders, provided that such registered Holder complies holder complies, in connection with the exercise of such holders' Underlying Warrants, with the terms governing exercise of the Underlying Warrant Public Warrants set forth in the Public Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Public Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants, in his such holder's name or in such name as may be directed by himsuch holder, certificates for the number of shares of Common Stock Underlying Warrant Shares so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Public Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, each Holder that without the prior written consent of all the Holders, the Public Warrant Agreement will not be modified, amended, cancelled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Public Warrant Agreement to be sent to holders of Underlying the Public Warrants.

Underlying Warrants. The form of the certificate certificates representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Public Warrant Agreement. Subject to the terms of this Agreement; provided, one however, (1i) each Underlying Warrant issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock in respect of the Underlying Warrant at an initial purchase price of $8.25 during per share at any time commencing _______, 1998 (or such earlier date on which the five (5) year period commencing on Underwriter consents to the Effective Date exercise of the Registration StatementPublic Warrants) until __________, at which time 2002 and (ii) the Target Redemption Price (as defined in the Public Warrant Agreement) of the Underlying Warrants is 150% of the then effective exercise price of the Underlying Warrants. As set forth in Section 8.5 of this Agreement, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 9 of the Public Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock Underlying Warrant Shares (subject to adjustment as provided herein and in the Public Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholdersshareholders, provided that such registered Holder complies holder complies, in connection with the exercise of such holders' Underlying Warrants, with the terms governing exercise of the Underlying Warrant Public Warrants set forth in the Public Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Public Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants, in his such holder's name or in such name as may be directed by himsuch holder, certificates for the number of shares of Common Stock Underlying Warrant Shares so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Public Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, each Holder that without the prior written consent of all the Holders, the Public Warrant Agreement will not be modified, amended, cancelled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Public Warrant Agreement to be sent to holders of Underlying the Public Warrants.

Underlying Warrants. The form of the certificate certificates representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Public Warrant Agreement. Subject to the terms of this Agreement; provided, one however, (1i) each Underlying Warrant issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock in respect of the Underlying Warrant at an initial purchase price of $8.25 during _____ per share until __________, 1999 and (ii) the five Target Redemption Price (5as defined in the Public Warrant Agreement) year period commencing on the Effective Date of the Registration Statement, at which time Underlying Warrants is 110% of the then effective exercise price of the Underlying Warrants. As set forth in Section 8.5 of this Agreement, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 9 of the Public Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock Underlying Warrant Shares (subject to adjustment as provided herein and in the Public Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholdersshareholders, provided that such registered Holder complies holder complies, in connection with the exercise of such holders' Underlying Warrants, with the terms governing exercise of the Underlying Warrant Public Warrants set forth in the Public Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Public Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants, in his such holder's name or in such name as may be directed by himsuch holder, certificates for the number of shares of Common Stock Underlying Warrant Shares so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Public Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, each Holder that without the prior written consent of all the Holders, the Public Warrant Agreement will not be modified, amended, cancelled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Public Warrant Agreement to be sent to holders of Underlying the Public Warrants.

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits to the Warrant Agreement. Subject to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-paid and non-assessable share of Common Stock at an initial purchase price of $8.25 8.00 during the five (5) year period commencing on the Effective Date of the Registration Statement, at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-paid and non-assessable shares of Common Stock (subject to adjustment as provided in the Warrant Agreement) set forth in such Warrant Certificate, free and clear of all preemptive rights of stockholders, provided that such registered Holder complies with the terms governing exercise of the Underlying Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits to the Warrant Agreement. Subject to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-paid and non-assessable share of Common Stock at an initial purchase price of $8.25 ____ during the five four (54) year period commencing on one year after the Effective Date of the Registration Statement, at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-paid and non-non- assessable shares of Common Stock (subject to adjustment as provided in the Warrant Agreement) set forth in such Warrant Certificate, free and clear of all preemptive rights of stockholders, provided that such registered Holder complies with the terms governing exercise of the Underlying Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits to the Warrant Agreement. Subject to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-paid and non-assessable share of Common Stock at an initial purchase price of $8.25 during the five (5) year period commencing on the Effective Date of the Registration Statement, at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-paid and non-assessable shares of Common Stock (subject to adjustment as provided in the Warrant Agreement) set forth in such Warrant Certificate, free and clear of all preemptive rights of stockholders, provided that such registered Holder complies with the terms governing exercise of the Underlying Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.the

Underlying Warrants. The form of the certificate certificates representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Public Warrant Agreement. Subject to the terms of this Agreement; provided, one however, (1i) each Underlying Warrant issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock in respect of the Underlying Warrant at an initial purchase price of $8.25 during 7.25 per share any time commencing _________, 1998 until __________, 2002 and (ii) the five Target Redemption Price (5as defined in the Public Warrant Agreement) year period commencing on the Effective Date of the Registration Statement, at which time Underlying Warrants is 150% of the then effective exercise price of the Underlying Warrants. As set forth in Section 8.5 of this Agreement, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 9 of the Public Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock Underlying Warrant Shares (subject to adjustment as provided herein and in the Public Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholdersshareholders, provided that such registered Holder complies holder complies, in connection with the exercise of such holders' Underlying Warrants, with the terms governing exercise of the Underlying Warrant Public Warrants set forth in the Public Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.in

Underlying Warrants. The form of the certificate certificates representing the Class A and Class B Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibits "A" and "B" to the Redeemable Warrant AgreementAgreement provided, however, that the Underlying Warrants will be subject to redemption only after the Warrants have been exercised and the Underlying Warrants are outstanding. Subject to the terms of this Agreement, one (1) Each Class A Underlying Warrant shall evidence entitle the right Holder to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock at an initial purchase price of $8.25 during the five (5) year period commencing 6.90 from , 1997 until 5:00 P.M. New York time on the Effective Date of the Registration Statement, 2001 at which time the Class A Underlying WarrantsWarrants shall expire. Each Class B Underlying Warrant shall entitle the Holder to purchase one fully paid and non-assessable share of Common Stock at an initial purchase price of $8.10 from , unless 1997 until 5:00 P.M. New York time on , 2001 at which time the exercise period has been extended, Class B Underlying Warrants shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 8 of the Redeemable Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Redeemable Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholders, provided that such registered Holder holder complies with the terms governing exercise of the Underlying Warrant set forth in the Redeemable Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Redeemable Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this AgreementSection 6.1 hereof, the Underlying Warrants shall be governed in all respects by the terms of the Redeemable Warrant AgreementAgreement except that any notice of redemption that the Company may issue with respect to the Redeemable Warrants shall not be applicable to the Underlying Warrants. The Underlying Warrants shall be transferrable transferable in the manner provided in the Redeemable Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate Certificate shall be issued promptly to the transferee. The Company covenants to send to each Holderto, irrespective of whether or not and agrees with, the Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.Holder(s) that

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Redeemable Warrant AgreementAgreement provided, however, that the Underlying Warrants will be subject to redemption only after the Warrants have been exercised and the Underlying Warrants are outstanding. Subject Two Underlying Warrants shall entitle the Holder to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock at an initial purchase price of $8.25 during the five (5) year period commencing 4.00 from ___________, 1997 until 5:00 P.M. New York time on the Effective Date of the Registration Statement___________, 2001 at which time the Underlying Warrants, unless the exercise period has been extended, Warrants shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 8 of the Redeemable Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Redeemable Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholders, provided that such registered Holder holder complies with the terms governing exercise of the Underlying Warrant Warrants set forth in the Redeemable Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Redeemable Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this AgreementSection 6.1 hereof, the Underlying Warrants shall be governed in all respects by the terms of the Redeemable Warrant Agreement, except that any notice of redemption that the Company may issue with respect to the Redeemable Warrants shall be applicable to the Underlying Warrants subject to the first sentence of this Section 13. The Underlying Warrants shall be transferrable transferable in the manner provided in the Redeemable Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), which will not be issued promptly to unreasonably withheld, the transferee. The Company covenants to Redeemable Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Redeemable Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate certificates representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits to the Warrant AgreementExhibit "B" hereto. Subject to the terms As set forth in Section 8.3 of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-paid and non-assessable share of Common Stock at an initial purchase price of $8.25 during the five (5) year period commencing on the Effective Date of the Registration Statement, at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 6 of the Public Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock Underlying Warrant Shares (subject to adjustment as provided herein and in the Public Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholdersshareholders, provided that such registered Holder complies holder complies, in connection with the exercise of such holders' Underlying Warrants, with the terms governing exercise of the Underlying Warrant Public Warrants set forth in the Public Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Public Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants, in his such holder's name or in such name as may be directed by himsuch holder, certificates for the number of shares of Common Stock Underlying Warrant Shares so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Public Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, each Holder that without the prior written consent of all the Holders, the Public Warrant Agreement will not be modified, amended, cancelled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Public Warrant Agreement to be sent to holders of Underlying the Public Warrants.

Underlying Warrants. The form of the certificate certificates representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Public Warrant Agreement. Subject to the terms of this Agreement; provided, one however, (1i) each Underlying Warrant issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-180,000 fully paid and non-assessable share share(s) of Common Stock in respect of the Underlying Warrant at an initial purchase price of $8.25 during per share until __________, 2002 and (ii) the five Target Redemption Price (5as defined in the Public Warrant Agreement) year period commencing on the Effective Date of the Registration Statement, at which time Underlying Warrants is 150% of the then effective exercise price of the Underlying Warrants. As set forth in Section 8.5 of this Agreement, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 9 of the Public Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock Underlying Warrant Shares (subject to adjustment as provided herein and in the Public Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholdersshareholders, provided that such registered Holder complies holder complies, in connection with the exercise of such holders' Underlying Warrants, with the terms governing exercise of the Underlying Warrant Public Warrants set forth in the Public Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Public Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants, in his such holder's name or in such name as may be directed by himsuch holder, certificates for the number of shares of Common Stock Underlying Warrant Shares so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Public Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, each Holder that without the prior written consent of all the Holders, the Public Warrant Agreement will not be modified, amended, cancelled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Public Warrant Agreement to be sent to holders of Underlying the Public Warrants.

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits to the Warrant Agreement. Subject to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable nonassessable share of Common Stock at an initial purchase price of $8.25 7.50 during the five (5) four year period commencing on the Purchase Date and ending at the Effective Date of the Registration StatementTime, at which time the Underlying Warrants, unless the exercise period has been extended, Warrants Share shall expire. The exercise price of the Underlying Warrants Warrant Share Exercise Price and the number of shares of Common Stock Underlying Warrant Shares issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-paid and non-assessable shares of Common Stock (subject to adjustment as provided in the Warrant Agreement) set forth in such Warrant Certificate, free and clear of all preemptive rights of stockholders, provided that such registered Holder complies with the terms governing exercise of the Underlying Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.such

Underlying Warrants. The form of the certificate certificates representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Public Warrant Agreement. Subject to the terms of this Agreement; provided, one however, (1i) each Underlying Warrant issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock in respect of the Underlying Warrant at an initial purchase price of $8.25 during 7.755 per share commencing ________, 1998 (or such earlier date as to which the five (5) year period commencing on Underwriter consents to the Effective Date exercise of the Registration StatementPublic Warrants) until __________, at which time 2002 and (ii) the Target Redemption Price (as defined in the Public Warrant Agreement) of the Underlying Warrants is 150% of the then effective exercise price of the Underlying Warrants. As set forth in Section 8.5 of this Agreement, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 9 of the Public Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock Underlying Warrant Shares (subject to adjustment as provided herein and in the Public Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholdersshareholders, provided that such registered Holder complies holder complies, in connection with the exercise of such holders' Underlying Warrants, with the terms governing exercise of the Underlying Warrant Public Warrants set forth in the Public Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Public Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants, in his such holder's name or in such name as may be directed by himsuch holder, certificates for the number of shares of Common Stock Underlying Warrant Shares so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Public Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, each Holder that without the prior written consent of all the Holders, the Public Warrant Agreement will not be modified, amended, cancelled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Public Warrant Agreement to be sent to holders of Underlying the Public Warrants.

Underlying Warrants. The form of the certificate certificates representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Public Warrant Agreement. Subject to the terms of this Agreement; provided, one however, (1i) each Underlying Warrant issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock in respect of the Underlying Warrant at an initial purchase price of $8.25 during 9.075 per share at any time commencing _________, 1998 (or such earlier date as to which the five (5) year period commencing on Underwriter consents to the Effective Date exercise of the Registration StatementPublic Warrants by the holders thereof) until __________, at which time 2002 and (ii) the Target Redemption Price (as defined in the Public Warrant Agreement) of the Underlying Warrants is 150% of the then effective exercise price of the Underlying Warrants. As set forth in Section 8.5 of this Agreement, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 9 of the Public Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock Underlying Warrant Shares (subject to adjustment as provided herein and in the Public Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholdersshareholders, provided that such registered Holder complies holder complies, in connection with the exercise of such holders' Underlying Warrants, with the terms governing exercise of the Underlying Warrant Public Warrants set forth in the Public Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Public Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants, in his such holder's name or in such name as may be directed by himsuch holder, certificates for the number of shares of Common Stock Underlying Warrant Shares so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Public Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, each Holder that without the prior written consent of all the Holders, the Public Warrant Agreement will not be modified, amended, cancelled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Public Warrant Agreement to be sent to holders of Underlying the Public Warrants.

Underlying Warrants. The form of the certificate certificates representing the Class A and Class B Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibits "A" and "B" to the Redeemable Warrant AgreementAgreement provided, however, that the Underlying Warrants will be subject to redemption only after the Warrants have been exercised and the Underlying Warrants are outstanding. Subject to the terms of this Agreement, one (1) Each Class A Underlying Warrant shall evidence entitle the right Holder to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock at an initial purchase price of $8.25 during the five (5) year period commencing 6.90 from , 1998 until 5:00 P.M. New York time on the Effective Date of the Registration Statement, 2002 at which time the Class A Underlying WarrantsWarrants shall expire. Each Class B Underlying Warrant shall entitle the Holder to purchase one fully paid and non-assessable share of Common Stock at an initial purchase price of $8.10 from , unless 1998 until 5:00 P.M. New York time on , 2002 at which time the exercise period has been extended, Class B Underlying Warrants shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 8 of the Redeemable Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Redeemable Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholders, provided that such registered Holder holder complies with the terms governing exercise of the Underlying Warrant set forth in the Redeemable Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Redeemable Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this AgreementSection 6.1 hereof, the Underlying Warrants shall be governed in all respects by the terms of the Redeemable Warrant AgreementAgreement except that any notice of redemption that the Company may issue with respect to the Redeemable Warrants shall not be applicable to the Underlying Warrants. The Underlying Warrants shall be transferrable transferable in the manner provided in the Redeemable Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate Certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), which will not be unreasonably withheld, the Redeemable Warrant Agreement will not be modified, amended, canceled, altered or superseded, 24 and that the company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Redeemable Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits to the Warrant Agreement. Subject to the terms of this Agreement, one (1) Underlying Warrant shall evidence the right to initially purchase one (1) fully-paid and non-assessable share of Common Stock at an initial purchase price of $8.25 during the five (5) year period commencing on the Effective Date of the Registration Statement, at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in the Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) 19 up to the number of fully-paid and non-assessable shares of Common Stock (subject to adjustment as provided in the Warrant Agreement) set forth in such Warrant Certificate, free and clear of all preemptive rights of stockholders, provided that such registered Holder complies with the terms governing exercise of the Underlying Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate certificates representing the Class A and Class B Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibits "A" and "B" to the Redeemable Warrant AgreementAgreement provided, however, that the Underlying Warrants will be subject to redemption only after the Warrants have been exercised and the Underlying Warrants are outstanding. Subject to the terms of this Agreement, one (1) Each Class A Underlying Warrant shall evidence entitle the right Holder to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock at an initial purchase price of $8.25 during the five (5) year period commencing 6.90 from , 1998 until 5:00 P.M. New York time on the Effective Date of the Registration Statement, 2002 at which time the Class A Underlying WarrantsWarrants shall expire. Each Class B Underlying Warrant shall entitle the Holder to purchase one fully paid and non-assessable share of Common Stock at an initial purchase price of $8.10 from , unless 1998 until 5:00 P.M. New York time on , 2002 at which time the exercise period has been extended, Class B Underlying Warrants shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 8 of the Redeemable Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Redeemable Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholders, provided that such registered Holder holder complies with the terms governing exercise of the Underlying Warrant set forth in the Redeemable Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Redeemable Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this AgreementSection 6.1 hereof, the Underlying Warrants shall be governed in all respects by the terms of the Redeemable Warrant AgreementAgreement except that any notice of redemption that the Company may issue with respect to the Redeemable Warrants shall not be applicable to the Underlying Warrants. The Underlying Warrants shall be transferrable transferable in the manner provided in the Redeemable Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate Certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), which will not be unreasonably withheld, the Redeemable Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Redeemable Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate certificates representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Public Warrant Agreement. Subject to the terms of this Agreement; provided, one (1) however, each Underlying Warrant issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock in respect of the Underlying Warrant at an initial purchase price of $8.25 during [____] per share at any time commencing _________, 2004 (or such earlier date as to which the five (5) year period commencing on Underwriter consents to the Effective Date exercise of the Registration StatementPublic Warrants by the holders thereof) until __________, at which time 2007. As set forth in Section 8.5 of this Agreement, the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 9 of the Public Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock Underlying Warrant Shares (subject to adjustment as provided herein and in the Public Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholdersshareholders, provided that such registered Holder complies holder complies, in connection with the exercise of such holders' Underlying Warrants, with the terms governing exercise of the Underlying Warrant Public Warrants set forth in the Public Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Public Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants, in his such holder's name or in such name as may be directed by himsuch holder, certificates for the number of shares of Common Stock Underlying Warrant Shares so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Public Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, each Holder that without the prior written consent of all the Holders, the Public Warrant Agreement will not be modified, amended, cancelled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Public Warrant Agreement to be sent to holders of Underlying the Public Warrants.

Underlying Warrants. The form of the certificate certificates representing the Underlying Warrants (and the form of election to purchase shares of Common Stock Ordinary Shares upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Public Warrant Agreement. Subject to the terms of this Agreement, one (1) provided, however, each Underlying Warrant issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable share Ordinary Share in respect of Common Stock the Underlying Warrant at an initial purchase price of $8.25 during ______per share until ______________, 2001. As set forth in Section 8.5 of this Agreement, the five (5) year period commencing on the Effective Date of the Registration Statement, at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock Ordinary Shares issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 9 of the Public Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock Underlying Warrant Shares (subject to adjustment as provided herein and in the Public Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholdersshareholders, provided that such registered Holder complies holder complies, in connection with the exercise of such holders' Underlying Warrants, with the terms governing exercise of the Underlying Warrant Public Warrants set forth in the Public Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Public Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants, in his such holder's name or in such name as they may be directed by himsuch holder, certificates for the number of shares of Common Stock Underlying Warrant Shares so purchased. Except as otherwise provided herein and in this AgreementSection 8.8 hereof, the Underlying Warrants shall be governed in all respects by the terms of the Public Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Public Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, each Holder that without the prior written consent of all the Holders, the Public Warrant Agreement will not be modified, amended, cancelled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Public Warrant Agreement to be sent to holders of Underlying the Public Warrants.

Underlying Warrants. The form of the certificate certificates representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Public Warrant Agreement. Subject to the terms of this Agreement; provided, one however, (1i) each Underlying Warrant issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock in respect of the Underlying Warrant at an initial purchase price of $8.25 during 6.00 per share commencing __________, 1998 or such earlier date as the five (5) year period commencing on Underwriter consents to the Effective Date exercise of the Registration Statementwarrants issued pursuant to the Public Warrant Agreement until _________, at which time 2002 and (ii) the Target Redemption Price (as defined in the Public Warrant Agreement) of the Underlying Warrants is 150% of the then effective exercise price of the Underlying Warrants. As set forth in Section 8.5 of this Agreement, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 9 of the Public Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock Underlying Warrant Shares (subject to adjustment as provided herein and in the Public Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholdersshareholders, provided that such registered Holder complies holder complies, in connection with the exercise of such holders' Underlying Warrants, with the terms governing exercise of the Underlying Warrant Public Warrants set forth in the Public Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Public Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.forthwith

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Warrant Agreement. Subject to the terms of this Agreement, one (1) Each Underlying Warrant shall evidence entitle the right Holder to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock at an initial purchase price of $8.25 during the five (5) year period commencing 8.00 from ______________, 1998 until 5:00 P.M. New York time on the Effective Date of the Registration Statement_____________, 2002 at which time the Underlying Warrants, unless the exercise period has been extended, Warrants shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Underwriter's Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 8 of the Warrant Agreement, which is hereby incorporated herein here in by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholders, provided that such registered Holder holder complies with the terms governing exercise of the Underlying Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares sha res of Common Stock so purchased. Except as otherwise provided herein and in this AgreementSection 6.1 hereof, the Underlying Warrants shall be governed in all respects by the terms of the Warrant AgreementAgreement except that any notice of redemption that the Company may issue with respect to the Warrants shall not be applicable to the Underlying Warrants. The Underlying Warrants shall be transferrable transferable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate Certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), which will not be unreasonably withheld, the Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the Underwriter's Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The the form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Public Warrant Agreement. Subject to the terms of this Agreement, one (1) Each Underlying Warrant issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-a fully paid and non-assessable share of Common Stock at an initial purchase price of $8.25 during the five (5) year period commencing 12.375 per share from __________________, 1999 until 5:00 p.m. New York time on the Effective Date of the Registration Statement________________________, 2003 at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section _____of the Public Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Public Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholders, provided that such registered Holder holder complies with the terms governing exercise of the Underlying Warrant set forth in the Public Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Public Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Public Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Public Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The the Company covenants to to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), which will not be unreasonably withheld, the Pubic Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Public Warrant Agreement to be sent to holders of Underlying Public Warrants.

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Warrant Agreement. Subject to Agreement dated as of the terms of this Agreement, one date hereof by and between the Company and Atlas Stock Transfer Corporation (1) the "Underlying Warrant Agreement"). Each Underlying Warrant issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-a fully paid and non-assessable share of Common Stock at an initial purchase price of $8.25 during the five (5) year period commencing on the Effective Date __ per share [150% of the Registration Statementpublic offering price per share of Common Stock] from ____, 2001 [one year after the effective date of the offering] until 5:30 p.m. New York time on ________, 2005 [five years after the effective date of the offering] at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 8 of the Underlying Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants underlying the Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Underlying Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholders, provided that such registered Holder holder complies with the terms governing exercise of the Underlying Warrant Warrants set forth in the Underlying Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Underlying Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants underlying the Warrants shall be governed in all respects by the terms of the Underlying Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Underlying Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate Certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), which will not be unreasonably withheld, the Underlying Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Underlying Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Warrant Agreement. Subject to Agreement dated as of the terms of this Agreement, one date hereof by and between the Company and Atlas Stock Transfer Corporation (1) the "Underlying Warrant Agreement"). Each Underlying Warrant issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-a fully paid and non-assessable share of Common Stock at an initial purchase price of $8.25 during the five (5) year period commencing on the Effective Date __ per share [150% of the Registration Statementpublic offering price per share of Common Stock] from ____, 2001 [one year after the effective date of the offering] until 5:30 p.m. New York time on ________, 2005 [five years after the effective date of the offering] at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 8 of the Underlying Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants underlying the Warrants, each registered holder of such Underlying Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Underlying Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholders, provided that such registered Holder holder complies with the terms governing exercise of the Underlying Warrant Warrants set forth in the Underlying Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Underlying Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants underlying the Warrants shall be governed in all respects by the terms of the Underlying Warrant Agreement. The Underlying Warrants shall be transferrable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of Underlying Warrants.

Underlying Warrants. The form of the certificate certificates representing the Underlying Warrants (and the form of election to purchase shares of Common Stock Underlying Warrant Shares upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Public Warrant Agreement. Subject to the terms of this Agreement, one (1) provided, however, each Underlying Warrant comprising part of the Units issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable share Ordinary Share in respect of Common Stock the Underlying Warrant at an initial purchase price of $8.25 during $ per share until , 2001. [140% OF PUBLIC OFFERING PRICE] As set forth in Section 8.5 of this Agreement, the five (5) year period commencing on the Effective Date of the Registration Statement, at which time the Underlying Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock Ordinary Shares issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 9 of the Public Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock Underlying Warrant Shares (subject to adjustment as provided herein and in the Public Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholdersshareholders, provided that such registered Holder complies holder complies, in connection with the exercise of such holders' Underlying Warrants, with the terms governing exercise of the Underlying Warrant Public Warrants set forth in the Public Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Public Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants, in his such holder's name or in such name as they may be directed by himsuch holder, certificates for the number of shares of Common Stock Underlying Warrant Shares so purchased. Except as otherwise provided herein and in this AgreementSection 8.8 hereof, the Underlying Warrants shall be governed in all respects by the terms of the Public Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Public Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, each Holder that without the prior written consent of all the Holders, the Public Warrant Agreement will not be modified, amended, cancelled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Public Warrant Agreement to be sent to holders of Underlying the Public Warrants.

Underlying Warrants. The form of the certificate certificates representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Public Warrant Agreement. Subject to the terms of this Agreement; provided, one however, (1i) each Underlying Warrant issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock in respect of the Underlying Warrant at an initial purchase price of $8.25 during 9.075 per share commencing August __, 1998 (or such earlier date as to which the five (5) year period commencing on Underwriter consents to the Effective Date exercise of the Registration StatementPublic Warrants) until August __, at which time 2002 and (ii) the Target Redemption Price (as defined in the Public Warrant Agreement) of the Underlying Warrants is 150% of the then effective exercise price of the Underlying Warrants. As set forth in Section 8.5 of this Agreement, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 9 of the Public Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock Underlying Warrant Shares (subject to adjustment as provided herein and in the Public Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholdersshareholders, provided that such registered Holder complies holder complies, in connection with the exercise of such holders' Underlying Warrants, with the terms governing exercise of the Underlying Warrant Public Warrants set forth in the Public Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Public Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants, in his such holder's name or in such name as may be directed by himsuch holder, certificates for the number of shares of Common Stock Underlying Warrant Shares so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Public Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to, and agrees with, each Holder that without the prior written consent of a majority of the Holders, the Public Warrant Agreement will not be modified, or amended, cancelled, altered or superseded, in such a way as to adversely affect the rights of the Holders and that the Company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Public Warrant Agreement to be sent to holders of Underlying the Public Warrants.

Underlying Warrants. The form of the certificate certificates representing the Underlying Warrants (and the form of election to purchase shares of Common Stock upon the exercise of the Underlying Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in the exhibits Exhibit "A" to the Public Warrant Agreement. Subject to the terms of this Agreement; provided, one however, (1i) each Underlying Warrant issuable upon exercise of the Warrants shall evidence the right to initially purchase one (1) fully-fully paid and non-assessable share of Common Stock in respect of the Underlying Warrant at an initial purchase price of $8.25 during 7.25 per share commencing ______________, 1999 (or such earlier date as the five (5) year period commencing on Underwriter consents to the Effective Date exercise of the Registration Statementwarrants issued pursuant to the Public Warrant Agreement) until , at which time 2003 and (ii) the Target Redemption Price (as defined in the Public Warrant Agreement) of the Underlying Warrants is 150% of the then effective exercise price of the Underlying Warrants. As set forth in Section 8.5 of this Agreement, unless the exercise period has been extended, shall expire. The exercise price of the Underlying Warrants and the number of shares of Common Stock issuable upon the exercise of the Underlying Warrants are subject to adjustment, whether or not the Warrants have been exercised and the Underlying Warrants have been issued, in the manner and upon the occurrence of the events set forth in Section 9 of the Public Warrant Agreement, which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the provisions of this Agreement and upon issuance of the Underlying Warrants, each registered holder of such Underlying Warrant Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully-fully paid and non-assessable shares of Common Stock Underlying Warrant Shares (subject to adjustment as provided herein and in the Public Warrant Agreement) set forth in such Warrant Certificate), free and clear of all preemptive rights of stockholdersshareholders, provided that such registered Holder complies holder complies, in connection with the exercise of such holders' Underlying Warrants, with the terms governing exercise of the Underlying Warrant Public Warrants set forth in the Public Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Public Warrant Agreement. Upon exercise of the Underlying Warrants, the Company shall forthwith issue to the registered Holder holder of any such Underlying Warrant Warrants, in his such holder's name or in such name as may be directed by himsuch holder, certificates for the number of shares of Common Stock Underlying Warrant Shares so purchased. Except as otherwise provided herein and in this Agreement, the Underlying Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Underlying Warrants shall be transferrable transferable in the manner provided in the Public Warrant Agreement, and upon any such transfer, a new Underlying Warrant certificate shall be issued promptly to the transferee. The Company covenants to to, and agrees with, each Holder that without the prior written consent of all the Holders, the Public Warrant Agreement will not be modified, amended, cancelled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the Warrants have been exercised, any and all notices required by the Public Warrant Agreement to be sent to holders of Underlying the Public Warrants.