Common use of Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Clause in Contracts

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the Issue Date of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% of the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of such Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Event.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the Issue Date date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% of the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of such Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that . Notwithstanding the Exercise Price will foregoing, the adjustments due to Dilutive Issuances shall not apply to any transaction involving (i) securities issued in no event be reduced below a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the Purchase Price (as defined 1933 Act, an equity line of credit or similar financing arrangement) resulting in the Purchase Agreement). Unless net proceeds to the Company either of in excess of $1,500,000, (aii) securities issued as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is permitted not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the applicable rules and regulations of the principal Company, (iii) securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess conversion of the Maximum Share Amount (Borrower’s options, warrants or other convertible securities outstanding as defined below) of the date hereof, or (biv) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant securities not to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of exceed 500,000 shares of Common Stock issued the Holder upon exercise or otherwise issuable to directors, officers, employees, consultants or vendors (if in transactions with primarily non-financing purposes) directly or pursuant to stock option plans, restricted stock purchase agreements, employment agreements and the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued like as approved by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares Company’s board of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Eventdirectors.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c) If and 4(e) hereofwhenever, if and whenever on or after the Issue Date of this Warrantdate hereof, the Company issues or sells, sells (or in accordance with Paragraph 4(b) hereof Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater Fair Market Value per share of the Common Stock determined as of the earlier of (1) 80% of the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2x) the then effective Exercise Price announcement of such issuance or sale, or (an “Exercise Price Adjustment”y) on the date of such issuance (or deemed issuance) of such Common Stock (a “Dilutive Issuance”)sale, then immediately upon the Dilutive Issuance, such issuance or sale the Exercise Price will shall be reduced to a price equal the amount determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance such issuance or sale by a fraction, (i) the numerator of which is an amount equal to will be the sum of (x1) the number of shares of Common Stock actually outstanding Deemed Outstanding immediately prior to such issuance or sale multiplied by the Dilutive IssuanceFair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus (y2) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereofif any, received by the Company upon such Dilutive Issuance divided issuance or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by the greater number of (1) in the case shares of a Market Price Adjustment, 80% Common Stock Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Market Price and (2) in the case of an Exercise Price Adjustmenthereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the Dilutive Issuancenumber of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, and (ii) the denominator calculation of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after shall exclude the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering EventShares.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if If and whenever on or after the Issue Date of Issuance of this Warrant, Warrant the Company issues or sells, or in accordance with Paragraph 4(b) hereof Section 2.2 is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% of the Market Price U.S. $1.30 (as hereinafter defined) (a “Market Price Adjustment”) such amount is proportionately adjusted for stock splits, stock dividends, reverse stock splits, recapitalizations and (2) similar transactions affecting the then effective Exercise Price (an “Exercise Price Adjustment”) on Common Stock after the date Date of Issuance, the "Base Price"), except with respect to any acquisition by way of issuance (or deemed issuance) of such Common Stock (a “Dilutive Issuance”)or any issuance of Common Stock to Persons related to the Company, then immediately upon the Dilutive Issuance, such issuance or sale the Exercise Price will be reduced to a price the Exercise Price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance such issuance or sale by a fraction, (i) the numerator of which is an amount equal to will be the sum of (xa) the number of shares of Common Stock actually outstanding Deemed Outstanding immediately prior to such issuance or sale multiplied by the Dilutive IssuanceBase Price, plus (yb) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereofif any, received by the Company upon such Dilutive Issuance divided issuance or sale, and the denominator of which will be the product derived by multiplying the greater Base Price times the number of (1) in the case shares of a Market Price Adjustment, 80% Common Stock Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Market Price and (2) in the case of an Exercise Price Adjustmenthereunder, the number of shares of Warrant Stock acquirable upon the exercise or conversion of this Warrant will be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted such adjustment by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Warrant Stock issuable acquirable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant conversion of this Warrant immediately prior to such adjustment and dividing the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued product thereof by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any resulting from such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Eventadjustment.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs Sections 4(c) and 4(e) hereof, if and whenever on or after the Issue Date date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph Section 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% of the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of such Common Stock (a “Dilutive Issuance”"DILUTIVE ISSUANCE"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph Section 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; . If, however, any Dilutive Issuance occurs at any time during the period commencing on the date of the Purchase Agreement through the date two (2) years from the effective date of the Registration Statement as provided that in Section 2(a) of the Registration Rights Agreement, then immediately upon the Dilutive Issuance the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess lower of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (such price as defined determined in the Purchase Agreement)foregoing sentence, or (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule amount of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued consideration per share received by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants in such Dilutive Issuance; provided that only one adjustment will be made for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Eventeach Dilutive Issuance.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the Issue Date of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% of the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of such Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25September 29, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Second Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Second Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) ), which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue DateJune 30, 2005. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Event.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c(i) and 4(e) hereof, if If and whenever on or after the Issue Date original date of issuance of this Warrant, Warrant the Company issues or sells, or in accordance with Paragraph 4(b) hereof Section 2B is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% Market Price of the Market Price (Common Stock determined as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on of the date of issuance (such issue or deemed issuance) of such Common Stock (a “Dilutive Issuance”)sale, then immediately upon the Dilutive Issuance, such issue or sale the Exercise Price will shall be reduced to a price the Exercise Price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance such issue or sale by a fraction, (i) the numerator of which is an amount equal to shall be the sum of (x1) the number of shares of Common Stock actually outstanding Deemed Outstanding immediately prior to such issue or sale multiplied by the Dilutive IssuanceMarket Price of the Common Stock determined as of the date of such issuance of sale, plus (y2) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereofif any, received by the Company upon such Dilutive Issuance divided issue or sale, and the denominator of which shall be the product derived by the greater of (1) in the case of a Market Price Adjustment, 80% of multiplying the Market Price and of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale. (2ii) in Upon each such adjustment of the case of an Exercise Price Adjustmenthereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the Dilutive Issuancenumber of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. (iii) Notwithstanding the foregoing, there shall be no adjustment to the Exercise Price or the number of Warrant Shares obtainable upon exercise of this Warrant with respect to (A) the issuance or granting of Common Stock, Options or Convertible Securities to employees, officers, consultants and directors of the Corporation and its Subsidiaries or the exercise thereof pursuant to the Stock Option Plans, (B) the issuance or granting of Options for up to 75,000 shares of Common Stock (as adjusted for any stock splits, reverse stock splits, share combinations, stock dividends, or similar reclassifications) to employees and consultants of the Corporation outside of the Stock Option Plans, (C) the issuance of Series B Preferred Stock upon exercise of the Warrants, (D) the issuance of Common Stock upon (i) exercise of the Warrant To Purchase Shares of Common Stock of United Shipping & Technology, Inc. or (ii) the denominator conversion of which is the total number 9% Convertible Subordinated Promissory Note, in each case, dated as of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless April 25, 2000, issued by the Company either to J. Iver & Company, (aE) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares issuance of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount Warrant To Purchase Common Stock of United Shipping & Technology, Inc., dated as of September 24, 1999, issued to Bayview Capital Partners L.P. (as defined belowthe "Bayview Warrant"), (F) or (b) has obtained stockholder approval of the issuance of Common Stock upon conversion of the Convertible Subordinated Note, dated as of September 24, 1999, issued by the Company to CEX Holdings, Inc. (the "CEX Convertible Note"), (G) the issuance of no more than 100,000 shares of Common Stock (as adjusted for any stock splits, reverse stock splits, share combinations, stock dividends or similar reclassifications) to Xxxx X. Xxxxxxxxxxx XX (or a trust solely for his benefit) solely as payment in satisfaction of a court-approved settlement of his claim against Corporate Express Delivery Systems, Inc., et al., pending in the United States District Court for the Southern District of Texas, Houston Division (Case No. H-98-1271), (H) the issuance of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law Preferred Stock and the rules Common Warrants, and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (iI) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares issuance of Common Preferred Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering EventPreferred Warrants.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c(i) and 4(e) hereof, if If and whenever on or after the Issue Date of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof SECTION 2B is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than (a) the greater of Exercise Price in effect immediately prior to such time or (1b) 80% of the Market Price (as hereinafter defined) (of a “Market Price Adjustment”) and (2) share of the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of such Common Stock determined immediately prior to such issuance or sale (a “Dilutive Issuance”treating any stock split, stock dividend, combination of shares or similar transaction effected contemporaneously with such issuance or sale as if it had been effected prior thereto), then immediately upon the Dilutive Issuance, such issue or sale the Exercise Price will shall be reduced to a price whichever of the following Exercise Prices is lower: (a) the Exercise Price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance such issue or sale by a fraction, (i) the numerator of which is an amount equal to shall be the sum of (x1) the number of shares of Common Stock actually outstanding Deemed Outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received such issue or sale multiplied by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to such issue or sale, plus (2) the Dilutive Issuanceconsideration, if any, received by the Company upon such issue or sale, and (ii) the denominator of which is shall be the total product derived by multiplying the Exercise Price in effect immediately prior to such issue or sale by the number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuancesuch issue or sale; provided that or (b) the Exercise Price will determined by multiplying the Exercise Price in no event effect immediately prior to such issue or sale by a fraction, the numerator of which shall be reduced below the Purchase Price sum of (as defined in 1) the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued Deemed Outstanding immediately prior to such issue or sale multiplied by the Holder upon exercise or otherwise pursuant to Market Price of the Warrants Common Stock determined as of the date of such issuance of sale, plus (including any shares of capital stock or rights to acquire shares of capital stock issued 2) the consideration, if any, received by the Company upon such issue or sale, and the denominator of which are aggregated or integrated (including (i) shall be the Purchased Shares (as defined in product derived by multiplying the Purchase Agreement), (ii) Market Price of the Common Stock by the number of shares of Common Stock issued Deemed Outstanding immediately after such issue or sale. (ii) Upon each such adjustment of the Exercise Price hereunder, the number of shares of Warrant Stock acquirable upon exercise of this Warrant shall be increased to the Holder pursuant number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the Common number of shares of Warrant Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and Warrant Purchase Agreement, dated June 25, 2005, dividing the product thereof by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and Exercise Price resulting from such adjustment. (iii) Notwithstanding the foregoing, there shall be no adjustment to the Exercise Price or the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant this Warrant with respect to the Initial Purchase Agreement) issued to grants of options or the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares issuance of Common Stock that upon the Company can so issue pursuant to any rule exercise of options under the principal securities market on which the Common Company's 1996 Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering EventOption Plan.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c(i) and 4(e) hereof, if If and whenever on or after the Issue Date of Issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof Section 2B is deemed to have issued or sold, any shares share of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1x) eighty percent (80% %) of the Market Price of the Common Stock at such time or (as hereinafter defined) (a “Market Price Adjustment”) and (2y) the then effective Exercise Price in effect immediately prior to such time (an “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) greater of such Common Stock (a amounts being referred to herein as, the “Dilutive IssuanceAdjustment Multiplier”), then immediately upon the Dilutive Issuancesuch issue or sale or deemed issue or sale, the Exercise Price will shall be reduced to a price the Exercise Price determined by multiplying (x) the Exercise Price in effect immediately prior to such issue or sale by (y) the quotient obtained by dividing (i) the sum of (A) the product determined by multiplying the Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale, plus (B) the consideration, if any, received by the Company upon such issue or sale, by (ii) the product determined by multiplying the Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale. Upon each such adjustment of the Exercise Price hereunder, the number of shares of Common acquirable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance such adjustment by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received product thereof by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and resulting from such adjustment. (ii) Notwithstanding the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that foregoing, there shall be no adjustment to the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable obtainable upon exercise of or otherwise pursuant this Warrant with respect to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Eventa Permitted Issuance.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) Except for (a) any shares of Common Stock issued as otherwise provided a dividend or distribution on the Common Stock to which Xxxxxxx 0X xxxxxxx, (x) any securities issued by the Company upon the exercise, conversion or exchange in Paragraphs 4(caccordance with their respective terms of Options or Common Stock Equivalents outstanding on the date hereof including, without limitation, (A) the Series A Convertible Participating Preferred Stock issued pursuant to the Purchase Agreement and 4(e(B) the warrants issued to Abry Mezzanine Partners, L.P. and its affiliates on the date hereof or (c) Common Stock and Options to acquire Common Stock pursuant to options, incentive or compensation plans approved by the Board of Directors of the Company to employees, directors and independent contractors in an aggregate amount after the date hereof that does not exceed (i) 1,050,000 shares of Common Stock, whether issued as shares of Common Stock or as Options to acquire Common Stock, and (ii) 330,121 shares of Common Stock issuable upon exercise of Options outstanding on the date hereof (in each case, as adjusted to reflect any stock split, reverse stock split, stock dividend or similar event consummated after the date hereof), if and whenever on or after the Issue Date date of this Warrant, the Purchase Agreement the Company issues or sells, or in accordance with Paragraph 4(b) hereof Section 2B is deemed to have issued or sold, any shares of its Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% Market Price of the Market Price (Common Stock determined as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on of the date of issuance (such issue or deemed issuance) of such Common Stock (a “Dilutive Issuance”)sale, then immediately upon the Dilutive Issuance, such issue or sale the Exercise Price will shall be reduced to a price the Exercise Price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance such issue or sale by a fraction, (i) the numerator of which is an amount equal to shall be the sum of (x1) the number of shares of Common Stock actually outstanding Deemed Outstanding immediately prior to such issue or sale multiplied by the Dilutive IssuanceMarket Price of the Common Stock determined as of the date of such issuance or sale, plus (y2) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereofif any, received by the Company upon such Dilutive Issuance divided issue or sale, and the denominator of which shall be the product derived by multiplying such Market Price of the Common Stock by the greater number of shares of Common Stock Deemed Outstanding immediately after such issue or sale. (1ii) in the case of a Market Price Adjustment, 80% Upon each such adjustment of the Market Price and (2) in the case of an Exercise Price Adjustmenthereunder, the number of shares of Warrant Stock acquirable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted such adjustment by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Warrant Stock issuable acquirable upon exercise of or otherwise pursuant this Warrant immediately prior to warrants to purchase Common Stock issued pursuant to such adjustment and dividing the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued product thereof by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any resulting from such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Eventadjustment.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c) If and 4(e) hereofwhenever, if and whenever on or after the Issue Date of this WarrantIssuance, either (x) the Company issues or sells, or in accordance with Paragraph 4(b) hereof Section 2B is deemed to have issued or sold, other than pursuant to a Permitted Issuance, other than upon the exercise, exchange or conversion of Floating Price Securities and other than pursuant to an event for which an adjustment is made pursuant to Section 2C, any shares of Common Stock for no a consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale, or (y) the Company issues or sells any shares of Common Stock upon exercise, exchange or conversion of any Floating Price Securities for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% of the Market Deemed Issue Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of issuance (or deemed in effect immediately prior to such issuance) of such Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, such issuance or sale (A) the Exercise Price will shall be reduced to a price equal the amount determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance such issuance or sale by a fraction, (i) the numerator of which is an amount equal to will be the sum of (x1) the number of shares of Common Stock actually outstanding Deemed Outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received such issuance or sale multiplied by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to such issuance or sale, plus (2) the Dilutive Issuanceconsideration, if any, received by the Company upon such issuance or sale, and (ii) the denominator of which is will be the total product derived by multiplying the Exercise Price in effect immediately prior to such issuance or sale by the number of shares of Common Stock Deemed Outstanding (as defined below) immediately after such issuance or sale and (B) in the Dilutive Issuance; provided that case of an issuance described in (y) above, the Deemed Issue Price shall be reduced in a manner proportional to the reduction to the Exercise Price will in no event be reduced below the Purchase Price pursuant to clause (as defined in the Purchase Agreement)A) above. Unless the Company either (a) is permitted by the applicable rules and regulations Upon each such adjustment of the principal securities market on which Exercise Price hereunder, the Common Stock is listed or traded to issue shares number of Common Stock Warrant Shares acquirable upon exercise or otherwise pursuant of this Warrant shall be adjusted to equal the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Common Stock issued the Holder Warrant Shares acquirable (whether or not then acquirable or subject to a contingency) upon exercise or otherwise pursuant of this Warrant immediately prior to such adjustment and dividing the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued product thereof by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares Exercise Price resulting from such adjustment. For purposes of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Companythis Section 2, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the number of Warrant Shares issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering EventWarrants.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c(i) and 4(e) hereof, if If and whenever on or after the Issue Date original date of issuance of this Warrant, Warrant the Company issues or sells, or in accordance with Paragraph 4(b) hereof Section 2B is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% Market Price of the Market Price (Common Stock determined as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on of the date of issuance (such issue or deemed issuance) of such Common Stock (a “Dilutive Issuance”)sale, then immediately upon the Dilutive Issuance, such issue or sale the Exercise Price will shall be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance such issue or sale by a fraction, (i) the numerator of which is an amount equal to shall be the sum of (x1) the number of shares of Common Stock actually outstanding Deemed Outstanding immediately prior to such issue or sale multiplied by the Dilutive IssuanceMarket Price of the Common Stock determined as of the date of such issuance of sale, plus (y2) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereofif any, received by the Company upon such Dilutive Issuance divided issue or sale, and the denominator of which shall be the product derived by the greater of (1) in the case of a Market Price Adjustment, 80% of multiplying the Market Price and (2) of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale. In the event of a change in the case of an Base Exercise Price Adjustmentat any time after the original date of issuance of the Warrant, any adjustments to the Exercise Price previously made pursuant to this Section 2 shall be recalculated on a pro forma basis as if the Base Exercise Price at the time of each such adjustment was the Base Exercise Price after giving effect to such change. In the event that there is an Indemnification Amount which result in a reduction of the Exercise Price, any adjustments to the Exercise Price previously made pursuant to this Section 2 shall be recalculated on a pro forma basis as if the reduction resulting from the Indemnification Amount had occurred prior to each such adjustment. (ii) Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the Dilutive Issuancenumber of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. (iii) Notwithstanding the foregoing, there shall be no adjustment to the Exercise Price or the number of Warrant Shares obtainable upon exercise of this Warrant with respect to (A) the issuance or granting of Common Stock, Options or Convertible Securities to employees, officers, consultants and directors of the Corporation and its Subsidiaries or the exercise thereof pursuant to the Stock Option Plans, (B) the issuance or granting of Options for up to 75,000 shares of Common Stock (as adjusted for any stock splits, reverse stock splits, share combinations, stock dividends, or similar reclassifications) to employees and consultants of the Corporation outside of the Stock Option Plans, (C) the issuance of Series B Preferred Stock upon exercise of the Warrants, (D) the issuance of Common Stock upon (i) exercise of the Warrant To Purchase Shares of Common Stock of United Shipping & Technology, Inc. or (ii) the denominator conversion of which is the total number 9% Convertible Subordinated Promissory Note, in each case, dated as of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless April 25, 2000, issued by the Company either to J. Iver & Company, (aE) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares issuance of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount Warrant To Purchase Common Stock of United Shipping & Technology, Inc., dated as of September 24, 1999, issued to Bayview Capital Partners L.P. (as defined belowthe "Bayview Warrant"), (F) or (b) has obtained stockholder approval of the issuance of Common Stock upon conversion of the Convertible Subordinated Note, dated as of September 24, 1999, issued by the Company to CEX Holdings, Inc. (the "CEX Convertible Note"), (G) the issuance of no more than 100,000 shares of Common Stock (as adjusted for any stock splits, reverse stock splits, share combinations, stock dividends or similar reclassifications) to Xxxx X. Xxxxxxxxxxx XX (or a trust solely for his benefit) solely as payment in satisfaction of a court-approved settlement of his claim against Corporate Express Delivery Systems, Inc., et al., pending in the United States District Court for the Southern District of Texas, Houston Division (Case No. H-98-1271), (H) the issuance of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchangeCompany's Series B Convertible Preferred Stock, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities par value $.004 per share (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”"Preferred Stock") and (iiiI) the number issuance of shares of Common Preferred Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering EventPreferred Warrants.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs Sections 4(c) and 4(e) hereof, if and whenever on or after the Issue Date date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph Section 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% of the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of such Common Stock (a “"Dilutive Issuance”"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to the lower of (i) the amount of the consideration per share received by the Company in such Dilutive Issuance and (ii) a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (iA) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph Section 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (iiB) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that only one adjustment will be made for each Dilutive Issuance. No adjustment to the Exercise Price will in no event be reduced below shall have the Purchase Price (as defined in effect of increasing the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights above the Exercise Price in effect immediately prior to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Eventadjustment.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs Sections 4(c) and 4(e) hereof, if and whenever on or after the Issue Date date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph Section 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% of the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of such Common Stock (a “Dilutive Issuance”"DILUTIVE ISSUANCE"), then immediately upon the Dilutive Issuance, the Exercise Market Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph Section 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that . If, however, any Dilutive Issuance occurs at any time during the period commencing on October [DATE], 2004 through April [THE DATE 18 MONTHS LATER], 2006, then immediately upon the Dilutive Issuance the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess lower of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (such price as defined determined in the Purchase Agreement)foregoing sentence, or (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule amount of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued consideration per share received by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants in such Dilutive Issuance; provided that only one adjustment will be made for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Eventeach Dilutive Issuance.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the Issue Date date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% of the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of such Common Stock (a “"Dilutive Issuance”"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event The term "Dilutive Issuance" shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including not include (i) the Purchased Shares (issuance of securities under any Company stock option, restricted stock option or employee stock purchase plan approved by a majority of the Company's disinterested directors or as defined in incentive related distributions to employees approved by a majority of the Purchase Agreement)Company's disinterested directors, (ii) the shares issuance of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and securities in connection with equipment financing or (iii) the number issuance of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) securities in connection with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Eventcommercial bank financing.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs Sections 4(c), 4(e) and 4(e4(l) hereof, if and whenever on or after the Issue Date date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph Section 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% of the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of such Common Stock (a “Dilutive Issuance”"DILUTIVE ISSUANCE"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to the lower of (i) the amount of the consideration per share received by the Company in such Dilutive Issuance, and (ii) a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (iA) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph Section 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (iiB) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided provided, however, that only one adjustment will be made for each Dilutive Issuance. No adjustment to the Exercise Price will in no event be reduced below shall have the Purchase Price (as defined in effect of increasing the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights above the Exercise Price in effect immediately prior to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Eventadjustment.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c(i) and 4(e) hereof, if If and whenever on or after the Issue Date of Issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof Section 2B is deemed to have issued or sold, any shares share of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1x) eighty percent (80% %) of the Market Price of the Common Stock at such time or (as hereinafter defined) (a “Market Price Adjustment”) and (2y) the then effective Exercise Price in effect immediately prior to such time (an “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) greater of such Common Stock (a amounts being referred to herein as, the “Dilutive IssuanceAdjustment Multiplier”), then immediately upon the Dilutive Issuancesuch issue or sale or deemed issue or sale, the Exercise Price will shall be reduced to a price the Exercise Price determined by multiplying (x) the Exercise Price in effect immediately prior to such issue or sale by (y) the quotient obtained by dividing (i) the sum of (A) the product determined by multiplying the Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale, plus (B) the consideration, if any, received by the Company upon such issue or sale, by (ii) the product determined by multiplying the Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale; provided, however, that the Exercise Price shall not be reduced pursuant to this Section 2A below the Exercise Price Floor. Upon each such adjustment of the Exercise Price hereunder, the number of shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance such adjustment by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received product thereof by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and resulting from such adjustment. (ii) Notwithstanding the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that foregoing, there shall be no adjustment to the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable obtainable upon exercise of or otherwise pursuant this Warrant with respect to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Eventa Permitted Issuance.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c(i) and 4(e) hereof, if If and whenever on or after the Issue Date of Issuance of this Warrant, Warrant the Company issues or sells, or in accordance with Paragraph 4(b) hereof paragraph 2B is deemed to have issued or sold, any shares of Common Stock for no consideration or (other than the Excluded Stock) for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% of the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of in effect immediately prior to such Common Stock (a “Dilutive Issuance”)time, then immediately upon the Dilutive Issuance, such issue or sale the Exercise Price will shall be reduced to a price the Exercise Price determined by dividing (A) the sum of (y) the product derived by multiplying the Exercise Price in effect immediately prior to such issue or sale and the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale plus (z) the consideration, if any, received by the Company upon such issue or sale, by (B) the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale. (ii) Upon each such adjustment of the Exercise Price hereunder, the number of shares of Warrant Stock acquirable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance such adjustment by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Warrant Stock actually outstanding acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the Dilutive Issuanceproduct thereof by the Exercise Price resulting from such adjustment. (iii) For purposes of this Section 2, plus "EXCLUDED STOCK" means (y1) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received Common Stock issued or reserved for issuance by the Company as a dividend on Preferred Stock or upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% any subdivision or split-up of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of outstanding shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock of the Company or rights to acquire any recapitalization thereof, or upon conversion of any shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement)Preferred Stock, (ii2) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to any portion or warrants to purchase Common Stock issued pursuant to or other rights that are outstanding on the Initial Purchase Agreement) issued to the Holder pursuant date of Issuance identified on SCHEDULE 3-2 CAPITAL STOCK to the Purchase Agreement, (3) Common Stock of the Company issued or issuable in connection with a Board-approved acquisition of a business by the Company as a result of which the Company owns in excess of 50% of the voting power of such business, (4) Common Stock issued or issuable upon exercise to employees, officers, consultants, directors or otherwise pursuant to the Warrants for purposes vendors of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue or pursuant to any rule of the principal securities market on which the Common Stock trades Board-approved employee, officer, consultant or director benefit plan, including without limitation any Board-approved stock option plan, and (the “Maximum Share Amount”5) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise to (x) banks, savings and loan associations, equipment lessors or otherwise pursuant similar lending institutions in connection with such entities providing Board-approved credit facilities or equipment financings to the Warrants for purposes of any such rule company or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) any party to any technology transfer agreement, distribution agreement, marketing agreement or any other agreement similar thereto, with the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued Company, as approved by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering EventBoard.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(cSections 8(a), 8(b), 8(e) and 4(e) hereof8(i), if and whenever on or after the Issue Date date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than a price equal to the greater of (1) 80% of the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of in effect immediately prior to such issuance (or deemed issuance) of such Common Stock (a “Dilutive Issuance”)sale, then immediately upon the Dilutive Issuanceafter such issuance or sale, the Exercise Price will then in effect shall be reduced to a price an amount equal to the product of (x) the Exercise Price in effect immediately prior to such issuance or sale and (y) quotient obtained by dividing (I) the sum of (a) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale and (b) the quotient determined by dividing (i) the consideration, if any, received by the Company upon such issuance or sale by (ii) the Exercise Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Exercise Price hereunder, the number of shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the Dilutive Issuance number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by a fraction, (i) the numerator of which is an amount equal to the sum of (x) Exercise Price resulting from such adjustment. "COMMON STOCK DEEMED OUTSTANDING" means the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of not including shares of Common Stock Deemed Outstanding held in the treasury of the Company), plus (A) in case of any adjustment required by Section 8(d) resulting from the issuance of any Options (as defined below) immediately after the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the maximum total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon the exercise of or otherwise pursuant to warrants to purchase the Options for which the adjustment is required (including any Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon the conversion of Convertible Securities (as defined below) issuable upon the exercise or otherwise pursuant to of such Options), and (B) in the Warrants for purposes case of any such rule or regulationadjustment required by Section 8(d)(ii) exceed resulting from the issuance of any Convertible Securities, the maximum total number of shares of Common Stock that issuable upon the Company can so issue pursuant to any rule exercise, conversion or exchange of the principal securities market on Convertible Securities for which the adjustment is required, as of the date of issuance of such Convertible Securities, if any. To the extent that shares of Common Stock trades (are issued for cash, the “Maximum Share Amount”) per share price at which such shares were issued shall be equal to 5,848,101 (19.99% the quotient determined by dividing the cash proceeds received by the Company net of any underwriting discounts or commissions by the total number of shares issued in such issuance. To the extent that shares of Common Stock outstanding on June 30are issued for consideration other than cash, 2005, excluding the per share price at which such shares issuable pursuant were issued shall be equal to the Initial Purchase Agreement), subject to equitable adjustments from time to time quotient determined by dividing the fair value of the consideration received by the Company in exchange for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to such shares (as determined in good faith by the Common Stock occurring after Company's board of directors) by the Issue Date. In the event that the sum of (x) the aggregate total number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any in such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Eventissuance.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c(i) If and 4(e) hereofwhenever, if and whenever on or after the Issue Date of this Warrantdate hereof, the Company issues or sells, or in accordance with Paragraph 4(b) hereof Section 2B is deemed to have issued or sold, any shares of Common Stock for no consideration or its common stock for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of Exercise Price in effect immediately prior to such time, then immediately upon such issue or sale the Exercise Price shall be reduced to the Exercise Price determined by dividing: (1) 80% the sum of (x) the Market product derived by multiplying the Exercise Price in effect immediately prior to such issue or sale times the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale, plus (as hereinafter definedy) (a “Market Price Adjustment”) and the consideration, if any, received by the Company upon such issue or sale, by (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date number of issuance (or deemed issuance) shares of such Common Stock Deemed Outstanding immediately after such issue or sale. (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, ii) Upon each such adjustment of the Exercise Price will hereunder, the number of shares of the Exercise Stock acquirable upon exercise of this Warrant shall be reduced adjusted to a price the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the Dilutive Issuance number of the Exercise Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. (iii) Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 2A or Section 2B with respect to any of the following issuances or sales, or deemed issuances or sales: (1) shares of the Company’s common stock, Options or Convertible Securities issued by reason of a fractiondividend, stock split, split-up or other distribution on shares of the Company’s common stock that is covered by Section 2D, 2E or 2F; (2) shares of the Company’s common stock actually issued upon the issuance or exercise of awards outstanding as of the date hereof pursuant to the Company’s 2010 Stock Incentive Plan, as amended (the “2010 Plan”), and/or the Company’s 1996 Incentive and Non-Qualified Stock Option Plan, as amended (collectively with the 2010 Plan, the “Existing Plans”) that (A) were issued pursuant to and in accordance with the Existing Plans and (B) have been publicly disclosed in the Company’s Securities and Exchange Commission (“SEC”) filings, provided that such issuance is pursuant to the terms of such awards as of the date hereof; or (3) subject to the terms of this sub-clause (3), shares of the Company’s common stock actually issued upon the issuance or exercise of awards made after the date hereof pursuant to the 2010 Plan or any successor equity compensation plan adopted by the Company and approved by the stockholders of the Company after the date hereof, provided that (i) the numerator of which such issuance is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess terms of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement)such awards, (ii) the only shares of Common Stock the Company’s common stock issued to the Holder or issuable pursuant to such awards under the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among 2010 Plan that may be exempt pursuant to this sub-clause (3) are the Company, 1,580,169 shares of common stock available to be issued under the Holder 2010 Plan as of the date hereof and the other purchasers named therein first 1,000,000 additional shares available to be issued as a result of any increase in shares available for grant under the 2010 Plan (the a “Initial Purchase Agreement2010 Pool Increase”) and ), (iii) the number of only shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock Company’s common stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued awards under a successor equity compensation plan adopted by the Company which that may be exempt pursuant to this sub-clause (3) are aggregated or integrated with the Common Stock first 1,000,000 shares of common stock issued or issuable upon exercise or otherwise pursuant to under such successor plan, less the Warrants for purposes amount of any 2010 Pool Increase (if any), (iv) such rule awards are issued at or regulations above the then current Market Price for the Company’s common stock, and (including the Purchased Shares (as defined in the Purchase Agreementv) such awards are not issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price a Person affiliated with MacAndrews and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering EventForbes LLC.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c(i) and 4(e) hereof, if If and whenever on or after the Issue Date original date of issuance of this Warrant, Warrant the Company issues or sells, or in accordance with Paragraph 4(b) hereof Section 2B is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% Market Price of the Market Price (Common Stock determined as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on of the date of issuance (such issue or deemed issuance) of such Common Stock (a “Dilutive Issuance”)sale, then immediately upon the Dilutive Issuance, such issue or sale the Exercise Price will shall be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance such issue or sale by a fraction, (i) the numerator of which is an amount equal to shall be the sum of (x1) the number of shares of Common Stock actually outstanding Deemed Outstanding immediately prior to such issue or sale multiplied by the Dilutive IssuanceMarket Price of the Common Stock determined as of the date of such issuance of sale, plus (y2) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereofif any, received by the Company upon such Dilutive Issuance divided issue or sale, and the denominator of which shall be the product derived by the greater of (1) in the case of a Market Price Adjustment, 80% of multiplying the Market Price and (2) of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale. In the event of a change in the case of an Base Exercise Price Adjustmentat any time after the original date of issuance of the Warrant, any adjustments to the Exercise Price previously made pursuant to this Section 2 shall be recalculated on a PRO FORMA basis as if the Base Exercise Price at the time of each such adjustment was the Base Exercise Price after giving effect to such change. In the event that there is an Indemnification Amount which result in a reduction of the Exercise Price, any adjustments to the Exercise Price previously made pursuant to this Section 2 shall be recalculated on a PRO FORMA basis as if the reduction resulting from the Indemnification Amount had occurred prior to each such adjustment. (ii) Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the Dilutive Issuance, and (ii) the denominator of which is the total number of shares Warrant Shares acquirable upon exercise of Common Stock Deemed Outstanding (as defined below) this Warrant immediately after prior to such adjustment and dividing the Dilutive Issuance; provided that product thereof by the Exercise Price will in resulting from such adjustment. (iii) Notwithstanding the foregoing, there shall be no event be reduced below adjustment to the Purchase Exercise Price or the number of Warrant Shares obtainable upon exercise of this Warrant with respect to (as defined in A) the Purchase Agreement)issuance or granting of Common Stock, Options or Convertible Securities to employees, officers. Unless the Company either (a) is permitted by the applicable rules consultants and regulations directors of the principal securities market on which Corporation and its Subsidiaries or the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise thereof pursuant to the Warrants in excess of the Maximum Share Amount Stock Option Plans, (as defined belowB) or (b) has obtained stockholder approval of the issuance or granting of the Common Stock upon exercise or otherwise pursuant Options for up to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of 75,000 shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Event.of

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c(i) and 4(e) hereof, if If and whenever on or after the Issue Date of Issuance of this Warrant, Warrant the Company issues or sells, or in accordance with Paragraph 4(b) hereof paragraph 2B is deemed to have issued or sold, any shares of Common Stock for no consideration or (other than the Excluded Stock) for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% of the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of in effect immediately prior to such Common Stock (a “Dilutive Issuance”)time, then immediately upon the Dilutive Issuance, such issue or sale the Exercise Price will shall be reduced to a price the Exercise Price determined by dividing (A) the sum of (y) the product derived by multiplying the Exercise Price in effect immediately prior to such issue or sale and the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale plus (z) the consideration, if any, received by the Company upon such issue or sale, by (B) the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale. (ii) Upon each such adjustment of the Exercise Price hereunder, the number of shares of Warrant Stock acquirable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance such adjustment by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Warrant Stock actually outstanding acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the Dilutive Issuanceproduct thereof by the Exercise Price resulting from such adjustment. (iii) For purposes of this Section 2, plus "EXCLUDED STOCK" means (y1) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received Common Stock issued or reserved for issuance by the Company as a dividend on Preferred Stock or upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% any subdivision or split-up of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of outstanding shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock of the Company or rights to acquire any recapitalization thereof, or upon conversion of any shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement)Preferred Stock, (ii2) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to any portion or warrants to purchase Common Stock issued pursuant to or other rights that are outstanding on the Initial Purchase Agreement) issued to the Holder pursuant date of Issuance identified on SCHEDULE 3-2 - CAPITAL STOCK to the Purchase Agreement, (3) Common Stock of the Company issued or issuable in connection with a Board-approved acquisition of a business by the Company as a result of which the Company owns in excess of 50% of the voting power of such business, (4) Common Stock issued or issuable upon exercise to employees, officers, consultants, directors or otherwise pursuant to the Warrants for purposes vendors of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue or pursuant to any rule of the principal securities market on which the Common Stock trades Board-approved employee, officer, consultant or director benefit plan, including without limitation any Board-approved stock option plan, and (the “Maximum Share Amount”5) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise to (x) banks, savings and loan associations, equipment lessors or otherwise pursuant similar lending institutions in connection with such entities providing Board-approved credit facilities or equipment financings to the Warrants for purposes of any such rule company or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) any party to any technology transfer agreement, distribution agreement, marketing agreement or any other agreement similar thereto, with the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued Company, as approved by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering EventBoard.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the Issue Date of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% of the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of such Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which which, as of the Issue Date, shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement)Issue Date, subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Event.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c(i) If and 4(e) hereofwhen, if and whenever on or after the Issue Date of this Warrantdate hereof, the Company issues or sells, or in accordance with Paragraph 4(b) hereof Section 2B is deemed to have issued or soldsold (other than Purchase Rights (as defined in Section 3A), pursuant to a Permitted Issuance or as described in Section 2C hereof) any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) consideration that is less than the greater of (1) 80% per share Fair Market Value of the Market Price (Common Stock determined as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on of the date of such issuance (or deemed issuance) of such Common Stock (a “Dilutive Issuance”)sale, then immediately upon the Dilutive Issuancesuch issuance or sale, the Exercise Price will shall be reduced to a price equal the amount determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance such issuance or sale by a fraction, (i) the numerator of which is an amount equal to will be the sum of (x) the number of shares of Common Stock actually outstanding Deemed Outstanding immediately prior to such issuance or sale multiplied by the Dilutive IssuanceFair Market Value of the Common Stock determined as of the date of such issuance or sale, plus and (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereofif any, received by the Company upon such Dilutive Issuance divided issuance or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value of the Common Stock by the greater number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale. (1ii) in the case of a Market Price Adjustment, 80% Upon each such adjustment of the Market Price and (2) in the case of an Exercise Price Adjustmenthereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the Dilutive Issuancenumber of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, and (ii) the denominator calculation of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after shall exclude the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering EventShares.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c(i) If and 4(e) hereofwhenever, if and whenever on or after the Issue Date of this Warrantdate hereof, the Company issues or sells, or in accordance with Paragraph 4(b) hereof Section 2B is deemed to have issued or sold, any shares of Common Stock for no consideration or its common stock for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of Exercise Price in effect immediately prior to such time, then immediately upon such issue or sale the Exercise Price shall be reduced to the Exercise Price determined by dividing: (1) 80% the sum of (x) the Market product derived by multiplying the Exercise Price in effect immediately prior to such issue or sale times the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale, plus (as hereinafter definedy) (a “Market Price Adjustment”) and the consideration, if any, received by the Company upon such issue or sale, by (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date number of issuance (or deemed issuance) shares of such Common Stock Deemed Outstanding immediately after such issue or sale. (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, ii) Upon each such adjustment of the Exercise Price will hereunder, the number of shares of the Exercise Stock acquirable upon exercise of this Warrant shall be reduced adjusted to a price the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the Dilutive Issuance number of the Exercise Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. (iii) Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 2A or Section 2B with respect to any of the following issuances or sales, or deemed issuances or sales: (1) shares of the Company’s common stock, Options or Convertible Securities issued by reason of a fractiondividend, stock split, split-up or other distribution on shares of the Company’s common stock that is covered by Section 2D, 2E or 2F; or (2) subject to the terms of this sub-clause (2), shares of the Company’s common stock actually issued pursuant to awards or issuable upon the exercise of awards, in each case made pursuant to the Sterling Construction Company, Inc. Stock Incentive Plan (the “Incentive Plan”) or any successor equity compensation plan adopted by the Company and approved by the stockholders of the Company after the date hereof (a “Successor Equity Plan”), provided that (i) the numerator of which such issuance is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess terms of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement)such awards, (ii) such awards are issued at or above the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among then current Market Price for the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) ’s common stock and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually the Company’s common stock issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise of such awards (determined in accordance with the terms of the Incentive Plan or otherwise pursuant to Successor Equity Plan, as applicable, at the Warrants for purposes time of any such rule or regulations award) does not exceed an aggregate maximum amount equal the sum of (including A) the Purchased Shares four hundred ninety-three thousand nine hundred twenty-one (as defined in 493,921) shares of common stock that comprise the Purchase Agreement) aggregate balance of shares not yet issued to under the Holder pursuant to the Purchase Agreement) Incentive Plan, plus (yB) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) awards outstanding on the date hereof that are hereafter forfeited and returned to the share pool of the Maximum Share Amount Incentive Plan for subsequent issuance, plus (C) up to an additional five hundred thousand (500,000) shares under the “Triggering Event”), Incentive Plan (upon the Company will use amendment thereof in accordance with its reasonable best efforts to seek and obtain Stockholder Approval (terms) or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Eventa Successor Equity Plan.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the Issue Date of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the greater of (1) 80% of the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) in effect on the date of issuance (or deemed issuance) of such Common Stock (a “"Dilutive Issuance”"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that . Notwithstanding the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”)foregoing, in no event shall the total number Exercise Price be reduced below $18.91 per share (the average closing bid price of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among for the Company, five (5) consecutive trading days ending on the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant trading day immediately prior to the Initial Purchase Agreementdate of this Warrant) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time adjustment for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”)events, the Company will use its reasonable best efforts to seek and obtain Stockholder Approval ("Minimum Exercise Price") under this Paragraph 4(a) or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering EventParagraph 4(b).

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(cSections 7(a), 7(b), 7(e) and 4(e) hereof7(i), if and whenever on or after the Issue Date date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than a price equal to the greater of (1) 80% of the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of in effect immediately prior to such issuance (or deemed issuance) of such Common Stock (a “Dilutive Issuance”)sale, then immediately upon the Dilutive Issuanceafter such issuance or sale, the Exercise Price will then in effect shall be reduced to a price an amount equal to the product of (x) the Exercise Price in effect immediately prior to such issuance or sale and (y) quotient obtained by dividing (I) the sum of (a) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale and (b) the quotient determined by dividing (i) the consideration, if any, received by the Company upon such issuance or sale by (ii) the Exercise Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Exercise Price hereunder, the number of shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the Dilutive Issuance number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by a fraction, (i) the numerator of which is an amount equal to the sum of (x) Exercise Price resulting from such adjustment. “Common Stock Deemed Outstanding” means the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of not including shares of Common Stock Deemed Outstanding held in the treasury of the Company), plus (A) in case of any adjustment required by Section 7(d) resulting from the issuance of any Options (as defined below) immediately after the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the maximum total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon the exercise of or otherwise pursuant to warrants to purchase the Options for which the adjustment is required (including any Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon the conversion of Convertible Securities (as defined below) issuable upon the exercise or otherwise pursuant to of such Options), and (B) in the Warrants for purposes case of any such rule or regulationadjustment required by Section 7(d)(ii) exceed resulting from the issuance of any Convertible Securities, the maximum total number of shares of Common Stock that issuable upon the Company can so issue pursuant to any rule exercise, conversion or exchange of the principal securities market on Convertible Securities for which the adjustment is required, as of the date of issuance of such Convertible Securities, if any. To the extent that shares of Common Stock trades (are issued for cash, the “Maximum Share Amount”) per share price at which such shares were issued shall be equal to 5,848,101 (19.99% the quotient determined by dividing the cash proceeds received by the Company net of any underwriting discounts or commissions by the total number of shares issued in such issuance. To the extent that shares of Common Stock outstanding on June 30are issued for consideration other than cash, 2005, excluding the per share price at which such shares issuable pursuant were issued shall be equal to the Initial Purchase Agreement), subject to equitable adjustments from time to time quotient determined by dividing the fair value of the consideration received by the Company in exchange for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to such shares (as determined in good faith by the Common Stock occurring after Company’s board of directors) by the Issue Date. In the event that the sum of (x) the aggregate total number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any in such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Eventissuance.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c(i) and 4(e) hereof, if If and whenever on or after the Issue Date of Issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof SECTION 2B is deemed to have issued or sold, any shares share of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than (x) the Market Price of the Common Stock at such time or (y) the Exercise Price in effect immediately prior to such time (the greater of (1) 80% of such amounts being referred to herein as, the Market Price (as hereinafter defined) (a “Market Price Adjustment”) and (2) the then effective Exercise Price (an “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of such Common Stock (a “Dilutive Issuance”"ADJUSTMENT MULTIPLIER"), then immediately upon the Dilutive Issuancesuch issue or sale or deemed issue or sale, the Exercise Price will shall be reduced to a price the Exercise Price determined by multiplying (x) the Exercise Price in effect immediately prior to such issue or sale by (y) the quotient obtained by dividing (i) the sum of (A) the product determined by multiplying the Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale, plus (B) the consideration, if any, received by the Company upon such issue or sale, by (ii) the product determined by multiplying the Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale. Upon each such adjustment of the Exercise Price hereunder, the number of shares of Common acquirable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the Dilutive Issuance number of shares of Common acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by a fractionthe Exercise Price resulting from such adjustment. (ii) Notwithstanding the foregoing, (i) the numerator of which is an amount equal there shall be no adjustment to the sum of (x) Exercise Price or the number of shares of Common Stock actually outstanding immediately prior obtainable upon exercise of this Warrant with respect to the Dilutive Issuance, plus a Permitted Issuance (y) the quotient other than a Permitted Issuance of the aggregate consideration, calculated as set forth type described in Paragraph 4(bclause (vi) hereof, received by the Company upon such Dilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) definition thereof if the price per share in the case of an Exercise Price Adjustment, such issuance is less than the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance; provided that the Exercise Price will in no event be reduced below the Purchase Price (as defined in the Purchase Agreementsuch issuance). Unless the Company either (a) is permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Purchase Agreement, dated June 25, 2005, by and among the Company, the Holder and the other purchasers named therein (the “Initial Purchase Agreement”) and (iii) the number of shares of Common Stock issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Initial Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which shall be equal to 5,848,101 (19.99% of the total shares of Common Stock outstanding on June 30, 2005, excluding shares issuable pursuant to the Initial Purchase Agreement), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Event.