Common use of Additional Right to Convert Warrant Clause in Contracts

Additional Right to Convert Warrant. (a) The Holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, into shares of the Company's Common Stock as provided for in this Section 5. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to the Company of the Warrant Exercise Price) that number of shares of the Company's Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the Warrant Exercise Price for a Warrant Share in effect immediately prior to the exercise of the Conversion Right from the Fair Market Value of a Warrant Share immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercised) by (y) the Fair Market Value of a Warrant Share immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, at any time or from time to time, prior to the expiration of the Warrant, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise the Conversion Right and specifying (i) the total number of shares with respect to which the Conversion Right is being exercised and (ii) a place and date not less than five or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Common Stock issuable upon such conversion, together with cash, in lieu of any fraction of a share and (B) a new warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of a Warrant Share as of a particular date (the "Determination Date") shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaq, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock is not traded on an exchange or on Nasdaq but is traded on the over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date.

Additional Right to Convert Warrant. (a) The Holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, into shares of the Company's Company Common Stock as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the any Warrant Exercise Price) that number of shares of the Company's Company Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the Warrant Exercise Price for a Warrant Share in effect immediately prior to the exercise of the Conversion Right from the Fair Market Value of a Warrant Share immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercised) by (y) the Fair Market Value of a Warrant Share immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, at any time or from time to time, prior to the expiration of the Warrant, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise the Conversion Right and specifying (i) the total number of shares with respect to which the Conversion Right is being exercised and (ii) a place and date not less than five or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Company Common Stock issuable upon such conversion, together with cash, in lieu of any fraction of a share and (B) a new warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 510, Fair Market Value of a Warrant Share as of a particular date (the "Determination Date") shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaq, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock is not traded on an exchange or on Nasdaq but is traded on the over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date.

Additional Right to Convert Warrant. (a) The Holder holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, expiration into shares of the Company's Company Common Stock as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder holder (without payment to by the Company holder of the any Warrant Exercise Price) that number of shares of the Company's Company Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price for a the Warrant Share Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of a for the Warrant Share Shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share one share of Company Common Stock immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holderholder, at any time or from time to time, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Stock the Holder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Company Common Stock stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant representing the number of shares, if any, with respect to which the Warrant warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of a Warrant Share share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaqthe National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") National Market System, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock is not traded on an exchange or on Nasdaq the NASDAQ National Market System but is traded on the over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date.

Additional Right to Convert Warrant. (a) The Holder holder of this Warrant shall have the right to require the Company to convert this Warrant (the "“Conversion Right"”) at any time after it is exercisable, but prior to its expiration, expiration into shares of the Company's Common Stock as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder holder (without payment to by the Company holder of the any Warrant Exercise Price) that number of shares of the Company's Company Common Stock equal to the quotient obtained by dividing (xi) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price for a the Warrant Share Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of a for the Warrant Share Shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (yii) the Fair Market Value of a Warrant Share one share of Common Stock immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holderholder, at any time or from time to time, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "“Conversion Notice"”) to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Common Stock the Holder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant and Warrant, (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Common Stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 5section, “Fair Market Value Value” of a Warrant Share share of Common Stock as of a particular date (the "Determination Date"shall be determined as provided in Section 8(b) shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaq, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock is not traded on an exchange or on Nasdaq but is traded on the over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Dateabove.

Additional Right to Convert Warrant. (a) The Holder of this Warrant shall have the right to require the Company to convert this Warrant (the "“Conversion Right"”) at any time after it is exercisable, but prior to its expiration, into shares of the Company's Common Stock as provided for in this Section 5. Upon exercise of the Conversion RightRight with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the Holder (without payment to by the Company Holder of the any Warrant Exercise Price) that number of shares of the Company's Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised Value (determined by subtracting the Warrant Exercise Price for a Warrant Share in effect immediately prior to the exercise of the Conversion Right from the Fair Market Value of a Warrant Share immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedas defined herein) by (y) the Fair Market Value (as defined in paragraph (d) below) of a Warrant Share one share of Common Stock immediately prior to the date of exercise of the Conversion Right. The “Conversion Value” of the Converted Warrant Shares shall be determined by subtracting the aggregate Warrant Exercise Price of the Converted Warrant Shares from the aggregate Fair Market Value (as defined in paragraph (d) below) of the Converted Warrant Shares. No fractional shares shall be issuable upon exercise of the Conversion Right, and if the number of shares to be issued in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder of this Warrant an amount in cash equal to the fair market value of the resulting fractional share. (b) The Conversion Right may be exercised by the Holder, at any time or from time to timetime after it is exercisable, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "“Conversion Notice"”) to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Common Stock the Holder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date not less than five one or more than 20 twenty (20) business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Common Stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant Warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of a Warrant Share share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (i) If the Company's ’s Common Stock is traded on an exchange or is quoted on Nasdaqthe Over-the-Counter market, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and, (ii) If the Company's ’s Common Stock is not traded on an exchange or on Nasdaq but is traded on the overOver-the-counter Counter market, then the average closing bid and asked prices reported for price established in good faith by the ten (10) business days immediately preceding the Determination DateCompany’s Board of Directors.

Additional Right to Convert Warrant. (a) A. The Holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, into shares of the Company's Common Stock Units as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the Warrant Exercise Priceany exercise price) that number of shares of the Company's Company Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate exercise price for the Warrant Exercise Price for a Warrant Share in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of a (as determined below) for the Warrant Share immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share one share of Company Common Stock immediately prior to the date of exercise of the Conversion Right. No fractional shares shall be issuable upon exercise of the Conversion Right, and if the number of shares to be issued in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder of this Warrant an amount in cash equal to the fair market value of the resulting fractional share. (b) B. The Conversion Right may be exercised by the Holder, at any time or from time to timetime after this Warrant is exercisable, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Common Stock the Holder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) C. At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Company Common Stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant Warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercisedconverted. (d) For purposes of this Section 5, Fair Market Value of a Warrant Share as of a particular date (the "Determination Date") shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaq, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock is not traded on an exchange or on Nasdaq but is traded on the over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date.

Additional Right to Convert Warrant. (a) The Holder If at any time the shares to be issued upon exercise of this Warrant cannot be immediately sold pursuant to an effective registration under the Securities Act, the holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, expiration into shares of the Company's Common Stock as provided for in this Section 59. Upon exercise of the Conversion Right, the Company shall deliver to the Holder holder (without payment to by the Company holder of the Warrant any Exercise Price) that number of shares of the Company's Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the Warrant aggregate Exercise Price for a the Warrant Share Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of a for the Warrant Share Shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share one share of Common Stock immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holderholder, at any time or from time to time, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Common Stock the Warrantholder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date not less than five or one nor more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b9(b) hereof, (i) the Holder holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) holder a certificate or certificates for the number of shares of the Company's Common Stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the holder a new warrant representing the number of shares, if any, with respect to which the Warrant warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of a Warrant Share as of a particular date (the "Determination Date") shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaq, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock is not traded on an exchange or on Nasdaq but is traded on the over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date.

Additional Right to Convert Warrant. (a) The Holder holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, expiration into shares of the Company's Common Stock of the Corporation as provided for in this Section 59. Upon exercise of the Conversion Right, the Company Corporation shall deliver to the Holder holder (without payment to by the Company holder of the any Warrant Exercise Price) that number of shares of the Company's Corporation Common Stock equal to the result obtained by multiplying (i) the number of shares which the holder seeks to exercise by (ii) the quotient obtained by dividing (x) the value of the one Warrant at the time the Conversion Right is exercised (determined by subtracting the Warrant Exercise Price for a the one Warrant Share in effect immediately prior to the exercise of the Conversion Right from the Fair Market Value of a for one Warrant Share immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share one share of Corporation Common Stock immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holderholder, at any time or from time to time, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company Corporation at the offices of the Company stating that the Holder desires to exercise Corporation exercising the Conversion Right and specifying (i) the total number of shares with respect of Stock the Holder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b9(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company Corporation will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Corporation Common Stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Corporation will deliver to the Holder a new warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 59, Fair Market Value of a Warrant Share share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the CompanyCorporation's Common Stock is traded on an exchange or is quoted on NasdaqNASDAQ, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and. (ii) If the CompanyCorporation's Common Stock is not traded on an exchange or on Nasdaq NASDAQ but is traded on the over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date. (iii) If the Corporation's Common Stock is not traded on any public market, then the fair market value thereof determined in good faith by the Board of Directors of the Corporation as of a date which is within ten (10) business days of the Determination Date.

Additional Right to Convert Warrant. (a) The Holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, into shares of the Company's Company Common Stock as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the any Warrant Exercise Price) that number of shares of the Company's Company Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the Warrant Exercise Price for a Warrant Share in effect immediately prior to the exercise of the Conversion Right from the Fair Market Value of a Warrant Share immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercised) by (y) the Fair Market Value of a Warrant Share immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, at any time or from time to time, prior to the expiration of the Warrant, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise the Conversion Right and specifying (i) the total number of shares with respect to which the Conversion Right is being exercised and (ii) a place and date not less than five or more than 20 business days from the date of the Conversion Notice for the closing of such purchase.being (c) At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Company Common Stock issuable upon such conversion, together with cash, in lieu of any fraction of a share and (B) a new warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 510, Fair Market Value of a Warrant Share as of a particular date (the "Determination Date") shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaq, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock is not traded on an exchange or on Nasdaq but is traded on the over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date.

Additional Right to Convert Warrant. (a) The Holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, expiration into shares of the Company's Common Stock Shares as provided for in this Section 5. 1. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the Warrant Exercise Priceany warrant exercise price) that number of shares Shares equal to the result obtained by dividing the Aggregate Excess Fair Value (determined by multiplying the number of Warrant Shares being exercised by the Holder by the difference between (a) the per share Fair Value of the Company's Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the Warrant Exercise Price for a Warrant Share in effect common stock immediately prior to the exercise of the Conversion Right from and (b) the warrant exercise price) by the per share Fair Market Value of a Warrant Share the Company's common stock immediately prior to the date of the exercise of the Conversion Right and multiplying Right; provided, however, that such number by of Shares deliverable to the Holder shall not exceed the number of Warrant Shares for which the Conversion Right is being exercised) by (y) the Fair Market Value of a Warrant Share remaining exercisable immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, at any time or from time to time, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect Shares the Holder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date not less than five one or more than 20 twenty business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b5.1(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Common Stock Shares issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant Warrant representing the number of sharesShares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of a Warrant Share share of the Company's common stock as of a particular date (the "Determination Date") shall mean: (i) If the Company's Common Stock common stock is traded on an exchange or is quoted listed on Nasdaqthe Nasdaq National Market or the Nasdaq Small Cap Market, then than the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock common stock is not traded on an exchange or listed on the Nasdaq National Market or the Nasdaq Small Cap Market, but is traded on the over-the-counter market, then the average of the closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date. (iii) If the Company's common stock is not traded on the over-the-counter market, the per share consideration received by the Company upon the most recent issuance and sale of its common stock, exclusive of issuances pursuant to the exercise or conversion of outstanding options, common stock purchase warrants or other securities convertible into shares of the Company's common stock.]

Additional Right to Convert Warrant. (a1) The Holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, into shares of the Company's Common Stock as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the any Warrant Exercise Price) that number of shares of the Company's Common Stock equal to the quotient obtained by dividing (xi) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price for a the Warrant Share Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of a for the Warrant Share Shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (yii) the Fair Market Value of a Warrant Share one share of Common Stock immediately prior to the date of exercise of the Conversion Right. (b2) The Conversion Right may be exercised by the Holder, at any time or from time to timetime after it is exercisable, but prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Common Stock the Holder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c3) At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant and Warrant, (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Common Stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d4) For purposes of this Section 5section, the "Fair Market Value Value" of a Warrant Share share of Common Stock as of a particular date (the "Determination Date"shall be determined as provided in Section 8(b) shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaq, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock is not traded on an exchange or on Nasdaq but is traded on the over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Dateabove.

Additional Right to Convert Warrant. (a) The Holder holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, into shares of the Company's Common Stock as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder holder (without payment to by the Company holder of the any Warrant Exercise Price) that number of shares of the Company's Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price for a the Warrant Share Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of a for the Warrant Share Shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share one share of Company Common Stock immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holderholder, at any time or from time to time, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Stock the Holder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date is not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Company Common Stock stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant representing the number of shares, if any, with respect to which the Warrant warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of a Warrant Share share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaqthe National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") or the NASDAQ National Market System, then the average closing or last sale prices, respectively, respectively reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock is not traded on an exchange or is quoted on Nasdaq an exchange or on NASDAQ or the NASDAQ National Market System but is traded on the over-the-the counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date, and (iii) If the Company's Common Stock is not traded on the over-the-counter market, then the Fair Market Value as determined reasonably and in good faith by the Company's Board of Directors.

Additional Right to Convert Warrant. (a) The Holder holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, into shares of the Company's Common Series D Preferred Stock as provided for in this Section 59. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the any Series D Warrant Exercise Price) that number of shares of the Company's Common Stock Series D Preferred Stock, as the case may be, equal to the result obtained by multiplying (i) the number of shares with respect to which the Warrant is being exercised by (ii) the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Series D Warrant Exercise Price for a Warrant Share the warrant shares in effect immediately prior to the exercise of the Conversion Right from the Fair Market Value of a Warrant Share aggregate fair market value for the warrant shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share aggregate fair market value for the warrant shares immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, at any time or from time to time, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in to the form attached hereto Company (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect to which the Conversion Right Warrant is being exercised and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b9(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Common Series D Preferred Stock (or common stock, as the case may be under Section 7(b) hereof) issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to Holder a new warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of market value for a Warrant Share warrant share as of a particular date (the "Determination Date") shall mean: (i) If The average of the closing bid or last sale prices of the Company's Common Stock is traded on an exchange or is quoted on Nasdaq, then the average closing or last sale pricescommon stock, respectively, reported for the ten (10) business days immediately preceding the Determination DateDate if the Company's common stock is reported on the New York Stock Exchange Composite Tape, andor, if the Company's common stock is not listed or admitted to trading on such exchange, on the principal national securities exchange on which the Company's common stock is listed or admitted to trading, or if the common stock is not listed or admitted to trading on any national securities exchange, on the NASDAQ National Market System. (ii) If the Company's Common Stock common stock is not traded on an exchange or on Nasdaq but is traded admitted for quotation on the over-the-counter marketNASDAQ National Market System, then the average closing of the high bid and low asked prices reported for the ten (10) business days immediately preceding the Determination Date as recorded by the National Association of Securities Dealers, Inc. through NASDAQ, or if the National Association of Securities Dealers, Inc. through NASDAQ shall not have reported any bid and asked prices for the Company's common stock for the ten (10) day period immediately preceding the Determination Date, the average of the bid and asked prices for such ten (10) day period as furnished by any New York Stock Exchange member firm selected from time to time by the Company for such purpose. (iii) If no bid and asked prices can be obtained from any firm identified in Section 9(d)(ii), then the value of one share of the Company's common stock on such date as determined by the mutual agreement of the Company and the holders of the right to purchase a majority of the shares issuable under this Warrant, or, if no such agreement can be reached within 30 days from such date, then as determined by an independent appraiser mutually acceptable to the parties. (e) Holder of this Warrant shall have the right to pay for all or any portion of the Series C Warrant Exercise Price or Series D Warrant Exercise Price for shares of Series C Preferred Stock or Series D Preferred Stock purchased hereunder by cancellation of all or any part of the Company's obligation to Holder under the terms of that certain Promissory Note dated as of August 2, 1999, in the face amount of $2,050,000. (f) Holder of this Warrant shall have the right, at any time on or after the date of this Warrant, to receive securities, assets or cash in the event of a liquidation, dissolution or winding up of the Company (each such event a "Liquidity Event"). The amount of such

Additional Right to Convert Warrant. (a) The Holder holder of this Warrant shall have the right to require the Company to convert this Warrant (the "“Conversion Right"”) at any time after it is exercisable, but prior to its expiration, expiration into shares of the Company's Common Stock as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder holder (without payment to by the Company holder of the any Warrant Exercise Price) that number of shares of the Company's Company Common Stock equal to the quotient obtained by dividing (xi) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price for a the Warrant Share Shares in effect and exercisable immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of a for the Warrant Share Shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (yii) the Fair Market Value of a Warrant Share one share of Common Stock immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holderholder, at any time or from time to time, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "“Conversion Notice"”) to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Common Stock the Holder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant and Warrant, (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Common Stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 5section, “Fair Market Value Value” of a Warrant Share share of Common Stock as of a particular date (the "Determination Date"shall be determined as provided in Section 8(b) shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaq, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock is not traded on an exchange or on Nasdaq but is traded on the over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Dateabove.

Additional Right to Convert Warrant. (a) The Holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion RightCONVERSION RIGHT") at any time after it is exercisable, but prior to its expiration, into shares of the Company's Common Stock as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the any Warrant Exercise Price) that number of shares of the Company's Common Stock equal to the quotient obtained by dividing (xi) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price for a the Warrant Share Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of a for the Warrant Share Shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (yii) the Fair Market Value of a Warrant Share one share of Common Stock immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, at any time or from time to timetime after it is exercisable, but prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion NoticeCONVERSION NOTICE") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Common Stock the Holder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant and Warrant, (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Common Stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 5section, the "Fair Market Value Value" of a Warrant Share share of Common Stock as of a particular date (the "Determination Date"shall be determined as provided in Section 8(b) shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaq, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock is not traded on an exchange or on Nasdaq but is traded on the over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Dateabove.

Additional Right to Convert Warrant. (a) The Holder holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, into shares of the Company's Common Stock as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder holder (without payment to by the Company holder of the any Warrant Exercise Price) that number of shares of the Company's Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price for a the Warrant Share Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of a for the Warrant Share Shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share one share of Company Common Stock immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holderholder, at any time or from time to time, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Stock the Holder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date is not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Company Common Stock stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant representing the number of shares, if any, with respect to which the Warrant warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of a Warrant Share as of a particular date (the "Determination Date") shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaq, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock is not traded on an exchange or on Nasdaq but is traded on the over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date.

Additional Right to Convert Warrant. (a) The Holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, expiration into shares of the Company's Company Common Stock as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the any Warrant Exercise Price) that number of shares of the Company's Company Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price for a the Warrant Share Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of a for the Warrant Share Shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share one share of Company Common Stock immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, at any time or from time to timetime after it is exercisable, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Common Stock the Holder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date not less than five or three nor more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Company Common Stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant Warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of a Warrant Share share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaqthe Nasdaq National Market, then the average closing or last sale pricesprice, respectively, reported for the ten (10) business days day immediately preceding the Determination Date, and, (ii) If the Company's Common Stock is not traded on an exchange or on the Nasdaq National Market but is traded on the Nasdaq SmallCap Market(SM) or other over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days day immediately preceding the Determination Date, and (iii) If the Company's Common Stock is not traded on an exchange or on the Nasdaq National Market, Nasdaq SmallCap Market(SM) or other over-the-counter market, then the price established in good faith by the Board of Directors.

Additional Right to Convert Warrant. (a) The Holder holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, into shares of the Company's Common Series D Preferred Stock as provided for in this Section 59. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the any Series D Warrant Exercise Price) that number of shares of the Company's Common Stock Series D Preferred Stock, as the case may be, equal to the result obtained by multiplying (i) the number of shares with respect to which the Warrant is being exercised by (ii) the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Series D Warrant Exercise Price for a Warrant Share the warrant shares in effect immediately prior to the exercise of the Conversion Right from the Fair Market Value of a Warrant Share aggregate fair market value for the warrant shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share aggregate fair market value for the warrant shares immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, at any time or from time to time, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in to the form attached hereto Company (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect to which the Conversion Right Warrant is being exercised and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b9(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Common Series D Preferred Stock (or common stock, as the case may be under Section 7(b) hereof) issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to Holder a new warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of market value for a Warrant Share warrant share as of a particular date (the "Determination Date") shall mean: (i) If The average of the closing bid or last sale prices of the Company's Common Stock is traded on an exchange or is quoted on Nasdaq, then the average closing or last sale pricescommon stock, respectively, reported for the ten (10) business days immediately preceding the Determination DateDate if the Company's common stock is reported on the New York Stock Exchange Composite Tape, andor, if the Company's common stock is not listed or admitted to trading on such exchange, on the principal national securities exchange on which the Company's common stock is listed or admitted to trading, or if the common stock is not listed or admitted to trading on any national securities exchange, on the NASDAQ National Market System. (ii) If the Company's Common Stock common stock is not traded on an exchange or on Nasdaq but is traded admitted for quotation on the over-the-counter marketNASDAQ National Market System, then the average closing of the high bid and low asked prices reported for the ten (10) business days immediately preceding the Determination Date as recorded by the National Association of Securities Dealers, Inc. through NASDAQ, or if the National Association of Securities Dealers, Inc. through NASDAQ shall not have reported any bid and asked prices for the Company's common stock for the ten (10) day period immediately preceding the Determination Date, the average of the bid and asked prices for such ten (10) day period as furnished by any New York Stock Exchange member firm selected from time to time by the Company for such purpose. (iii) If no bid and asked prices can be obtained from any firm identified in Section 9(d)(ii), then the value of one share of the Company's common stock on such date as determined by the mutual agreement of the Company and the holders of the right to purchase a majority of the shares issuable under this Warrant, or, if no such agreement can be reached within 30 days from such date, then as determined by an independent appraiser mutually acceptable to the parties. (e) Holder of this Warrant shall have the right to pay for all or any portion of the Series C Warrant Exercise Price or Series D Warrant Exercise Price for shares of Series C Preferred Stock or Series D Preferred Stock purchased hereunder by cancellation of all or any part of the Company's obligation to Holder under the terms of that certain Promissory Note dated as of August 2, 1999, in the face amount of $2,050,000. (f) Holder of this Warrant shall have the right, at any time on or after the date of this Warrant, to receive securities, assets or cash in the event of a liquidation, dissolution or winding up of the Company (each such event a "Liquidity Event"). The amount of such securities, assets or cash Holder shall be entitled to receive under this Section 9(f) shall be an amount equal to the difference between the Series D Warrant Exercise Price and the amount of consideration Holder would have received if Holder had exercised this Warrant for shares of Series D Preferred Stock.

Additional Right to Convert Warrant. (a) The Holder holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, into shares of the Company's Common Series D Preferred Stock as provided for in this Section 59. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the any Warrant Exercise Price) that number of shares of the Company's Common Stock Series D Preferred Stock, as the case may be, equal to the result obtained by multiplying (i) the number of shares with respect to which the Warrant is being exercised by (ii) the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price for a Warrant Share the warrant shares in effect immediately prior to the exercise of the Conversion Right from the Fair Market Value of a Warrant Share aggregate fair market value for the warrant shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share aggregate fair market value for the warrant shares immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, at any time or from time to time, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in to the form attached hereto Company (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect to which the Conversion Right Warrant is being exercised and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b9(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Common Series D Preferred Stock (or common stock, as the case may be under Section 7(b) hereof) issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to Holder a new warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of market value for a Warrant Share warrant share as of a particular date (the "Determination Date") shall mean: (i) If The average of the closing bid or last sale prices of the Company's Common Stock is traded on an exchange or is quoted on Nasdaq, then the average closing or last sale pricescommon stock, respectively, reported for the ten (10) business days immediately preceding the Determination DateDate if the Company's common stock is reported on the New York Stock Exchange Composite Tape, andor, if the Company's common stock is not listed or admitted to trading on such exchange, on the principal national securities exchange on which the Company's common stock is listed or admitted to trading, or if the common stock is not listed or admitted to trading on any national securities exchange, on the NASDAQ National Market System. (ii) If the Company's Common Stock common stock is not traded on an exchange or on Nasdaq but is traded admitted for quotation on the over-the-counter marketNASDAQ National Market System, then the average closing of the high bid and low asked prices reported for the ten (10) business days immediately preceding the Determination Date as recorded by the National Association of Securities Dealers, Inc. through NASDAQ, or if the National Association of Securities Dealers, Inc. through NASDAQ shall not have reported any bid and asked prices for the 57 Company's common stock for the ten (10) day period immediately preceding the Determination Date, the average of the bid and asked prices for such ten (10) day period as furnished by any New York Stock Exchange member firm selected from time to time by the Company for such purpose. (iii) If no bid and asked prices can be obtained from any firm identified in Section 9(d)(ii), then the value of one share of the Company's common stock on such date as determined by the mutual agreement of the Company and the holders of the right to purchase a majority of the shares issuable under this Warrant, or, if no such agreement can be reached within 30 days from such date, then as determined by an independent appraiser mutually acceptable to the parties. (e) Holder of this Warrant shall have the right to pay for all or any portion of the Series C Warrant Exercise Price or Series D Warrant Exercise Price for shares of Series C Preferred Stock or Series D Preferred Stock purchased hereunder by cancellation of all or any part of the Company's obligation to Holder under the terms of that certain Promissory Note dated as of August 2, 1999, in the face amount of $2,050,000. (f) Holder of this Warrant shall have the right, at any time on or after the date of this Warrant, to receive securities, assets or cash in the event of a liquidation, dissolution or winding up of the Company (each such event a "Liquidity Event"). The amount of such securities, assets or cash Holder shall be entitled to receive under this Section 9(f) shall be an amount equal to the difference between the Series D Warrant Exercise Price and the amount of consideration Holder would have received if Holder had exercised this Warrant for shares of Series D Preferred Stock. [REMAINING PORTION OF THIS PAGE INTENTIONALLY LEFT BLANK]

Additional Right to Convert Warrant. (a) The Holder holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, expiration into shares of the Company's Company Common Stock as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the any Warrant Exercise Price) that number of shares of the Company's Company Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price for a the Warrant Share Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of a for the Warrant Share Shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share one share of Company Common Stock immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, at any time or from time to time, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Common Stock the Holder will purchase pursuant to which the such Conversion Right is being exercised and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Company Common Stock stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of a Warrant Share share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaqthe National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") National Market System, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock is not traded on an exchange or on Nasdaq the NASDAQ National Market System but is traded on the over-the-the- counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date.

Additional Right to Convert Warrant. (a) The Holder holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, into shares of the Company's Common Series D Preferred Stock as provided for in this Section 59. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the any Warrant Exercise Price) that number of shares of the Company's Common Stock Series D Preferred Stock, as the case may be, equal to the result obtained by multiplying (i) the number of shares with respect to which the Warrant is being exercised by (ii) the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price for a Warrant Share the warrant shares in effect immediately prior to the exercise of the Conversion Right from the Fair Market Value of a Warrant Share aggregate fair market value for the warrant shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share aggregate fair market value for the warrant shares immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, at any time or from time to time, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in to the form attached hereto Company (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect to which the Conversion Right Warrant is being exercised and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b9(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Common Series D Preferred Stock (or common stock, as the case may be under Section 7(b) hereof) issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to Holder a new warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of market value for a Warrant Share warrant share as of a particular date (the "Determination Date") shall mean: (i) If The average of the closing bid or last sale prices of the Company's Common Stock is traded on an exchange or is quoted on Nasdaq, then the average closing or last sale pricescommon stock, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If Date if the Company's Common common stock is reported on the New York Stock Exchange Composite Tape, or, if the Company's common stock is not traded listed or admitted to trading on an exchange or on Nasdaq but is traded such exchange, on the over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date.principal national securities

Additional Right to Convert Warrant. (a) The Holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, exercisable but prior to its expiration, into shares of the Company's Company Common Stock as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the any Warrant Exercise Price) that number of shares of the Company's Company Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price for a the Warrant Share Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of a for the Warrant Share Shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share one share of Company Common Stock immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, at any time or from time to time, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Stock the Holder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b10(b) hereof, ; (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Company Common Stock stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant representing the number of shares, if any, with respect to which the Warrant warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of a Warrant Share as of a particular date (the "Determination Date") shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaq, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock is not traded on an exchange or on Nasdaq but is traded on the over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date.

Additional Right to Convert Warrant. (a) The Holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, expiration into shares of the Company's Company Common Stock as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the any Warrant Exercise Price) that number of shares of the Company's Company Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price for a the Warrant Share Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of a for the Warrant Share Shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share one share of Company Common Stock immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, at any time or from time to timetime after it is exercisable, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Stock the Holder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Company Common Stock stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant representing the number of shares, if any, with respect to which the Warrant warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of a Warrant Share share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaqthe Nasdaq National Market, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and, (ii) If the Company's Common Stock is not traded on an exchange or on the Nasdaq National Market but is traded on the Nasdaq SmallCap Market-SM- or other over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date, and (iii) If the Company's Common Stock is not traded on an exchange or on the Nasdaq National Market, Nasdaq SmallCap Market-SM- or other over-the-counter market, then the price established in good faith by the Board of Directors.

Additional Right to Convert Warrant. (a) The Holder holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, expiration into shares of the Company's Company Common Stock as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the any Warrant Exercise Price) that number of shares of the Company's Company Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price for a the Warrant Share Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of a for the Warrant Share Shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share one share of Company Common Stock immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, at any time or from time to time, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Common Stock the Holder will purchase pursuant to which the such Conversion Right is being exercised and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Company Common Stock stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant representing the number of shares, if any, with respect to which the Warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of a Warrant Share share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaqthe National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") National Market System, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and (ii) If the Company's Common Stock is not traded on an exchange or on Nasdaq the NASDAQ National Market System but is traded on the over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date.

Additional Right to Convert Warrant. (a) The Holder of this Warrant shall have the right to require the Company to convert this Warrant (the "Conversion Right") at any time after it is exercisable, but prior to its expiration, expiration into shares of the Company's Company Common Stock as provided for in this Section 510. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment to by the Company Holder of the any Warrant Exercise Price) that number of shares of the Company's Company Common Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price for a the Warrant Share Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of a for the Warrant Share Shares immediately prior to the date of the exercise of the Conversion Right and multiplying that number by the number of Warrant Shares for which the Conversion Right is being exercisedRight) by (y) the Fair Market Value of a Warrant Share one share of Company Common Stock immediately prior to the date of exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, at any time or from time to timetime after it is exercisable, prior to the expiration of the Warrantits expiration, on any business day by delivering a written notice in the form attached hereto (the "Conversion Notice") to the Company at the offices of the Company stating that the Holder desires to exercise exercising the Conversion Right and specifying (i) the total number of shares with respect of Stock the Holder will purchase pursuant to which the Conversion Right is being exercised such conversion and (ii) a place and date not less than five one or more than 20 business days from the date of the Conversion Notice for the closing of such purchase. (c) At any closing under Section 5(b10(b) hereof, (i) the Holder will surrender the Warrant and (ii) the Company will deliver to the Holder (A) a certificate or certificates for the number of shares of the Company's Company Common Stock stock issuable upon such conversion, together with cash, in lieu of any fraction of a share share, and (Biii) the Company will deliver to the Holder a new warrant representing the number of shares, if any, with respect to which the Warrant warrant shall not have been exercised. (d) For purposes of this Section 5, Fair Market Value of a Warrant Share share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on Nasdaqthe Nasdaq National Market, then the average closing or last sale prices, respectively, reported for the ten (10) business days immediately preceding the Determination Date, and, (ii) If the Company's Common Stock is not traded on an exchange or on the Nasdaq National Market but is traded on the Nasdaq SmallCap Market_ or other over-the-counter market, then the average closing bid and asked prices reported for the ten (10) business days immediately preceding the Determination Date, and (iii) If the Company's Common Stock is not traded on an exchange or on the Nasdaq National Market, Nasdaq SmallCap Market_ or other over-the-counter market, then the price established in good faith by the Board of Directors.